Vero Software Plc
Annual Report and Accounts 2007
78155 CV  14/5/08  18:45  Page 2 Vero Software Plc
Contents
Financial and business highlights 1
Chairman’s statement 2
Chief executive’s review 4
Board of directors 7
Directors and advisers 8
Directors’ report 9
Independent auditors’ report 14
Consolidated income statement 15
Consolidated balance sheet 16
Consolidated cash flow statement 17
Reconciliation of net cash flow to 
movement in net debt 18
Consolidated statement of changes 
in equity 18
IFRS Notes to the financial statements 19
Independent auditors’ report – Company 41
Company balance sheet 42
UK GAAP Notes to the financial statements 43
Notice of Annual General Meeting 47
Form of Proxy 51
Vero Software Plc (formerly VI Group plc) is one of the world’s leading
suppliers of advanced CAD/CAM software for aiding the design and
manufacturing process in the Mould & Die, Production Engineering 
and Stamping sectors of manufacturing industry. 
Founded in Italy in 1988, Vero Software Plc is now based in
Gloucestershire in the UK, with subsidiaries in North America, 
Europe and Asia. Vero Software’s product range is provided under 
the brand names VISI, PEPS and SMIRT, for the different materials
and processes used in the design, analysis, testing and building of
today’s advanced mechanical products. 
78155 CV  16/5/08  12:33  Page 3 Annual Report and Accounts 2007
1
Financial highlights
● Revenue increased by 15% to £12.7m (2006: £11.0m), representing record growth, on a
constant currency basis, turnover increased by 18% 
● EBITDA (earnings before interest, tax, depreciation and amortisation) increased by 40% to
£1.9m (2006: £1.3m)
● Operating profit rose 30% to £1.3m (2006: £1.0m) 
● Pre-tax profit of £1.1m (2006: £0.9m) 
● Basic earnings per share of 1.79p (2006: 1.51p), an increase of 19%
Operating highlights
● Successful integration of previous acquisitions resulting in the worldwide introduction of two new
product sectors covering plastic flow analysis and complex laser cutting
● A successful re-branding to the modernised Vero Software image which has brought significant
additional recognition and acclaim 
78155 PRE ACC  14/5/08  18:47  Page 1 I am pleased to present Vero
Software’s financial results for the 
year ended 31 December 2007. 
The Company has produced strong
growth in both revenues and profits
while significantly improving its
software development and subsidiary
distribution capabilities. 
Results
Group turnover increased by 15% 
to £12.7m (2006: £11.0m), a result 
of organic growth and the effect of
acquisitions made in both the current
and previous year. The growth was
achieved despite significant weakness
in the US Dollar and the Japanese Yen
exchange rates against Sterling which
constrained our reported earnings. 
In constant currency terms sales
growth would have been over 18%.
EBITDA (earnings before interest, 
tax, depreciation and amortisation)
increased by 40% to £1.9m (2006:
£1.3m), operating profit rose 30% 
to £1.3m (2006: £1.0m) and profit
before tax rose 15% to £1.1m 
(2006: £0.9m). Earnings per share
increased by 19% to 1.79p 
(2006: 1.51p).
The acquisition of the distributor
Camtek North America in June 
further cemented the relationship with
the Camtek organisation and gave
additional sales and technical 
support weight to our growing North
American operations. The acquisition
immediately made a positive
contribution to both the sales and
profitability of Vero Software.
In addition to the positive results 
from North America, Europe was
instrumental in providing growth with
Germany, France and Italy all providing
good revenue increases over 2006.
European mould and die sector
manufacturers continue to drive
efficiency in order to compete with
their Asian counterparts. This has 
led to a realisation of the need 
for investment in specific new
technologies and in which Vero
Software is a recognised leader.
2007 was also a significant year 
for the growth in managerial and
technically expert staff fuelling and
supporting our expansion in China,
Japan, France and North America. 
In addition the new marketing
department started their ambitious 
role by re-branding the Company
identity to a more inclusive and modern
style that has become associated 
with Vero Software. These changes,
implemented across all products,
subsidiaries and dealerships have
been widely applauded by end users,
dealers and investors alike.
Vero Software Plc
2
Chairman’s statement
78155 PRE ACC  14/5/08  18:47  Page 2 Dividend Policy 
As cash generation within the
Company rises the Board has 
recently decided to initiate a capital 
re-structuring that will allow the
payment of future dividends. Going
forward we intend to maintain a
progressive dividend policy reflecting
the balance between the investment
needs of the business and the growth
in underlying cash and earnings 
per share. 
Summary and Outlook
2007 represented the start of a
number of product introductions
arising from four acquisitions made
within the last 20 months. Trading for
the first quarter of 2008 will exceed
that of 2007 and the first half of 2008
will also see some very exciting
product announcements backed by
phase two of our specific marketing
initiatives. These developments
together with our continuing interest 
in expanding the distribution channels
through acquisition means Vero
Software will have another exciting
and busy year in the execution of its
growth strategy. 
Stephen Palframan
Chairman
3 April 2008
Annual Report and Accounts 2007
3
VISI is one of the industries leading design
and manufacturing solutions for the mould
and die industries, providing the toolmaker
with unsurpassed levels of productivity.
PEPS is a supplier of specialist CAM
technologies. Its powerful machining
techniques enable the user to minimise
programming time, streamline production
and save money.
78155 PRE ACC  14/5/08  18:47  Page 3 The Directors set out in this section
their analysis of business. We do so
voluntarily and do not seek to comply
in full with the Accounting Standard
Board’s Statement “Operating and
Financial Review” issued in 
January 2003.
Business Review
Vero Software made further and
substantial progress in 2007 following
the introduction of new products, the
consolidation of earlier acquisitions
and an increased marketing emphasis.
All these effects combined to provide
a record increase in revenue and a
15% rise in pre tax profits.
There was a 20% increase in revenue
from the competitive German market
where Vero Software products have
attained an impressive reputation for
technical excellence and where the
productivity of the software solutions 
is much sought after. Revenues from
operations in both Japan and North
America increased by over 10% in
local terms although these positive
revenue effects were partly offset in
pound terms by the weaker Yen and
US Dollar throughout 2007. Italy and
France also showed revenue gains as
mould and die manufacturers sought
to regain cost of production benefits
through new automation advances.
Customer care and technical support
services are showing good returns as
the number of renewed maintenance
agreements continues to rise along
with the basic software license
revenues. Consulting and training
revenues grew by a third as we
expanded the subsidiary Company
capabilities in providing quality technical
expertise for customer projects. 
The greater development capacity
provided by the 2006 Camtek
acquisition has led to a further
increase in our gross margin. 
Acquisitions
The acquisitions of Plastics &
Computer in Italy and Camtek Ltd. 
in the UK both completed in 2006
provided significant product and
integration opportunities that were
capitalised on during 2007. The
plastics flow analysis product is now
integrated within the VISI mould and
die offering and the Camtek PEPS
products have been introduced to all
of the major Vero Software markets.
Both companies are now successfully
integrated in the Vero Software
structure and the combination of 
the two UK offices into one will be
completed by the summer.
Vero Software Plc
4
Chief executive’s review
78155 PRE ACC  14/5/08  18:47  Page 4 Annual Report and Accounts 2007
5
In June 2007 we also acquired the
North American distributor for the
CAMTEK PEPS product to provide
further qualified sales and support
personnel as well as open cross selling
opportunities in some of the newer
mould and die areas in the south of
the USA. 
New Operations 
In January this year the Company
established its new Vero Insight division
to address the data mining needs of
the technical and manufacturing
arenas. These software application
and consulting services bring together
many of the Company’s traditional data
design, mathematical, and 3D graphics
skills required to uncover technical
solutions among large data files. 
The division will be working with and
wherever empirical data results hold
the key to improving performance or
prolonging the lives of components in
such diverse fields as motor racing or
mining. The division’s impact on 2008
results will be small in comparison to
the existing business but is set to
provide a fast growing element for 
the future. 
Operating Expenses 
Selling expenses grew at 5% as a
result of further investment in the Asian
and North American subsidiaries. The
increase in administrative expenses of
21% to £2.4m reflected a full year of
costs relating to the previous year’s
acquisitions. 
Product Development and Other
Operating Income
The 2006 acquisitions provided 
an increase in qualified software
development personnel to accelerate
some product introductions and
accentuate the focus on providing
specific product sets for the niche
application areas within the mould 
and die sector. 
Product development expenditure 
of £1,026,000 has been capitalised
this year (2006: £603,000) as required
by International Financial Reporting
Standards. This reflects investment in
development which will be included 
in future releases of our products. 
New releases of Vero Software
products in all ranges will be
introduced from next month. 
Machining STRATEGIST is a powerful
3D CAM product that generates optimum
CNC toolpaths from the complex shapes
generated by all major 3D modelling systems.
SMIRT is the industry leading viewing
software designed explicitly for the
Die Build stamping industry to
enhance productivity in a Shop
Floor environment.
78155 PRE ACC  14/5/08  18:47  Page 5 Taxation and Earnings per Share
The Company made earnings 
before interest, tax, depreciation 
and amortisation (EBITDA) of £1.88m,
an increase of 40% on the previous
year (2006: £1.34m). It also recorded
a pre-tax profit of £1,088,000 
(2006: £942,000). The Company
incurred a tax charge of £420,000
(2006: £380,000) and recorded a 
post tax profit of £668,000 
(2006: £562,000). Basic earnings 
per share were 1.79p (2006: 1.51p) 
an increase of 19%.
Cash Flow and Net Funds
Cash generated from operations 
was £1.7m compared to an inflow 
of £1.4m in 2006. Cash balances 
at the year end were £0.81m 
(2006: £0.97m), with £0.83m of 
short-term borrowings (2006: £0.63m),
resulting in a net short term borrowing
figure of £0.02m (2006: net funds
£0.34m). Net debt increased to £2.7m
from £2.3m. £2.6m of this relates to
term loans from UK and Italian Banks
repayable over 5 years. The Company
has total short term borrowing facilities
of £1.4m in Italy and the UK to cover
its working capital requirements.
Interest payments during the year
were £211,000 (2006: £81,000) and
were covered 6 times (2006: 13 times)
by profits.
Don Babbs
Chief Executive
3 April 2008
Vero Software Plc
6
Chief executive’s review
continued
Data Mining is the industry term for using
software tools to identify trends, patterns,
relationships and correlations in digitally
stored data.
78155 PRE ACC  14/5/08  18:47  Page 6 1 Stephen William Palframan, Chairman
2 Elliot I. Miller, Deputy Chairman
3 Donald Alan Babbs, Chief Executive
4 Gerard George O’Driscoll, Development Director
5 Richard Youhill, Sales Director
6 Julie Randall, Finance Director
Annual Report and Accounts 2007
7
Board of directors
1 2 3
4 5
6
78155 PRE ACC  14/5/08  18:47  Page 7 Directors Stephen William Palframan, Chairman*
Elliot I. Miller (USA), Deputy Chairman*
Donald Alan Babbs, Chief Executive
Gerard George O’Driscoll, Development Director
Richard Youhill, Sales Director
Julie Randall, Finance Director
*Non-executive director
Secretary Julie Randall
Registered office The Mill
Brimscombe Port
Stroud
Gloucestershire GL5 2QG
Registered number 3461213
Web site http://www.vero-software.com
Nominated Adviser Blue Oar Securities
and Broker 30 Old Broad Street
London EC2N 1HT
Auditors Moore Stephens LLP
St. Paul’s House
Warwick Lane
London EC4M 7BP
Solicitors Addleshaw Goddard
150 Aldersgate Street
London EC1A 3EJ
Registrars Capita IRG
Northern House
Woodsome Park
Fenay Bridge
Huddersfield HD8 OLA
Vero Software Plc
8
Directors and advisers
78155 PRE ACC  14/5/08  18:47  Page 8 The directors present their annual report and audited financial statements for the year ended 31 December 2007.
Change of name
On 31 August 2007 the Company changed its name from VI Group Plc to Vero Software Plc.
Principal activities
The principal activities of the Group during the year were the development, marketing and distribution of computer aided
design and computer aided manufacturing (“CAD/CAM”) software.
Business review
In accordance with section S234ZZB of the Companies Act 1985, a review of the development and performance of the
business of the Group including the financial performance during the year is set out in the Chairman’s Statement and 
Chief Executive’s Review section of this Annual Report on pages  to 6 which is incorporated into this report 
by reference. The Directors consider that the following measures are key performance indicators:
Financial 2007 2006
Revenue growth 15% 8%
Adjusted EBITDA growth 15% 19%
Adjusted EBITDA is a non GAAP measure which excludes capitalised development. 
Non financial 2007 2006
Number of licences on maintenance contract 6,830 6,621
The number of licences on maintenance is an important indicator of customer satisfaction and recurring revenues.
2007 2006
Staff turnover 7% 7%
Recruitment and retention of staff is one of the key risks facing the business, therefore staff turnover ratios are an important
indicator of how we are managing that risk. 
Risk factors
Vero’s business is subject to a number of risks and uncertainties which could materially adversely affect our business,
financial condition, results of our operations or share price. The factors discussed in this section are not an exhaustive list
but are considered some of the principal risks and uncertainties faced by the business. Our aim is to manage and control
identified risk through established processes but it cannot be eliminated completely.
Annual Report and Accounts 2007
9
Directors’ report
2
78155 PRE ACC  14/5/08  18:47  Page 9 Risk Area
International trade risks
The Group generates a significant portion of its revenue
outside the United Kingdom and is therefore subject 
to additional risks associated with the extent of its
international operations.
Vero receives a substantial proportion of its revenues in
Euros, US dollars and Japanese Yen therefore adverse
fluctuations in exchange rates can significantly affect its
revenue and reported profits.
Intellectual property
The Group’s software products are the result of a
considerable investment in research and development.
Inability to protect them could reduce the value of the
Group’s products and services.
The Group has developed and utilises software in
collaboration with various software developers. In particular
the termination of the Group’s licensing agreements for
technologies from third parties could result in significant
costs, delays in product development and affect the
Group’s profitability. 
Competition 
The Group faces competition from numerous companies
for all of its products. Product innovations or technical
advances by competitors could adversely affect 
the Group.
Recruitment and retention
There is limited availability of employees and distributors
around the world, who have the necessary technical skills
to develop, sell and support our products. The ability to
attract, retain and motivate people with the appropriate
skills is an important factor in the Group’s ability to expand.
Acquisition integration
Vero Group is an active acquirer: acquisitions may involve
risks that might have a material impact on the Group. 
Any failure in the Group’s due diligence of the operating
and financial condition of these acquired businesses, or 
of their integration into the Group’s operations, could have
an adverse impact on the Group’s businesses or the
Group as a whole.
Management Action/Mitigation
The geographic spread of our markets helps to minimise
risk as conditions in one market are not always reflected
elsewhere in the world. 
Exchange rate, credit and interest rate risks are discussed
in note 27 to the accounts on page 36 to 38.
The Group protects its software using a combination of
encrypted hardware and software devices. 
The Group protects its proprietary rights to its software
with license agreements and with the registration of
trademarks. Patent applications for our VISI-flow product
have been filed in the US. 
The Group has entered into agreements that provide for
the Group’s right to market and distribute the products
containing third party component technologies. 
The Group has a policy of continuous research and
development and commits a significant amount of
expenditure to this. The products of competitors are 
also monitored.
Vero aims to foster productive and mutually beneficial
working relationships with distributors and provide a
positive working environment and competitive pay levels 
in order to recruit and retain the employees that it needs.
These risks are mitigated by due diligence, forecasting 
and planning and, where practicable, by representations
and warranties and indemnities from the vendors. 
Vero Software Plc
10
Directors’ report
continued
78155 PRE ACC  14/5/08  18:47  Page 10 Sensitivity analysis
The following analyses illustrate the effect that specific changes could have had on our results in the 2007 financial year.
This analysis is for illustrative purposes only, as in practice market rates rarely change in isolation. Actual results in the future
may differ materially from these results due to developments in the global financial markets which may cause fluctuations in
interest and exchange rates to vary from the hypothetical amounts disclosed in the following table, which therefore should
not be considered a projection of likely future events and losses.
10% weakening 10% strengthening
of GBP of GBP
Impact on income statement gain/(loss)
Euro 231 (283)
Japanese Yen 20 (25)
US Dollar 8 (11)
Canadian Dollar (10) 13
249 (306)
10% weakening 10% strengthening
of GBP of GBP
Impact on equity gain/(loss)
Euro 63 (77)
Japanese Yen 9 (11)
US Dollar 132 (161)
Canadian Dollar (12) 14
192 (235)
Results and dividends
The consolidated income statement is set out on page 15. The directors do not propose payment of a dividend.
Research and development
The Group continues an active programme of research and development, enhancing and updating current products and
extending the product range.
Directors and their interests
The names of directors who served during the year together with the details of directors’ beneficial holdings at 
31 December 2007 are given below.
Beneficial Holdings
31 December
2007 2006
Ordinary Ordinary % of issued
0.5 pence shares 0.5 pence shares Share capital
Donald Alan Babbs 4,903,380 4,903,380 13.2
Gerard George O’Driscoll 558,000 558,000 1.5
Elliot I. Miller* 20,000 20,000 0.1
Stephen William Palframan* 30,000 – 0.1
Richard Youhill – ––
Julie Randall – ––
* Non-executive directors
Mr Babbs’ interests include 58,000 shares, held by his wife Nicoletta Babbs.
Annual Report and Accounts 2007
11
78155 PRE ACC  14/5/08  18:47  Page 11 Directors’ interests in share options
At 31 At 31
December December Option Period
2007 2006 price exercisable
Richard Youhill (i) 17,000 17,000 50p 02/04/01 – 02/04/08
(ii) 500,000 500,000 14p 22/10/07 – 21/10/11
Gerard George O’Driscoll (ii) 200,000 200,000 14p 22/10/07 – 21/10/11
Julie Randall     (ii) 200,000 200,000 14p 22/10/07 – 21/10/11
Notes:
(i) Options granted under approved option scheme 
(ii) Options granted under EMI scheme
Details of employee share options are shown in Note 23.
Substantial shareholdings
On 2 April 2008 the Company had been notified or was aware of the following shareholders holding more than 3 per cent
of the issued share capital of the Company. Apart from these, the directors are not aware of any individual interest or group
of interests held by persons acting together, which exceeds 3 per cent of the issued share capital.
Ordinary
0.5 pence % of issued
shares share capital
P . Gyllenhammar 8,253,722 22.2
D. A. Babbs 4,903,380 13.2
E. Galardo 3,440,474 9.2
Artemis AIM VCT plc 2,325,582 6.2
Baronsmead VCT 2 plc 2,325,582 6.2
Baronsmead VCT plc 1,600,000 4.3
Baronsmead VCT 3 plc 1,395,349 3.7
Noble Enterprise VCT 1,330,233 3.6
M. Cignetti 1,259,866 3.4
Creditor payment policy and practice
The Group’s policy is to fix payment terms when agreeing the terms of each transaction. It is the Group’s general policy 
to pay suppliers according to the agreed terms and conditions provided the supplier has agreed with those terms. 
On average, creditors were settled within 30 days of their due date. Trade creditor days of the Group for the year ended 
31 December 2007 were 28 days, calculated in accordance with the requirements set down in the Companies Act 1985.
This represents the ratio, expressed in days between the amounts invoiced to the Group by its suppliers in the year and 
the amounts due, at the year end to trade creditors within one year.
Annual General Meeting
The Annual General Meeting will be held on 12 June 2008 at the Company’s Head Office, The Mill, Brimscombe Port,
Stroud, Gloucestershire, GL5 2QG. The notice of the Annual General Meeting is on pages 47 to 49 of this Annual Report.
Corporate governance
The Directors recognise the importance of sound corporate governance and intend that the Company will comply with 
the main provisions of the Combined Code of the Financial Reporting Council on Corporate Governance insofar as they 
are appropriate given the Company’s size and stage of development and will endeavour to follow the recommendations 
on corporate governance contained in the Quoted Companies Alliance Guidelines on Corporate Governance for AIM 
listed companies.
The Board comprises 4 executive and 2 non-executive directors, who meet on a regular basis throughout the year.
The Board maintains a formal schedule of matters reserved for its approval and is responsible for formulating, reviewing 
and approving the Company’s strategy, budgets, major items of capital expenditure, acquisitions and appointment of 
senior personnel.
Vero Software Plc
12
Directors’ report
continued
78155 PRE ACC  14/5/08  18:47  Page 12 An Audit Committee has been established which comprises the two non-executive directors. This committee meets at 
least twice a year and is responsible for ensuring that the financial performance of the Group is properly reported on and
monitored, and for meeting the auditors and reviewing reports from the auditors relating to the accounts and internal 
control systems.
A Remuneration Committee has been established which comprises the two non-executive directors. Its main function is 
to review the performance of the executive directors, to set the scale and structure of their remuneration and the basis 
of their service agreements with due regard to the interests of the shareholders.
The Board has adopted the Model Code for directors’ dealings in shares as applicable to AIM companies and will take all
reasonable steps to ensure compliance by the directors and by relevant employees.
Share option schemes
The Company operates share option schemes as summarised below, which are administered by the Remuneration
Committee. Options granted under all of the available option schemes will not in aggregate exceed 10% of the Holding
Company’s issued share capital. The directors believe that the success of the Company depends to a high degree on 
the future performance of the management team. The directors also recognise the importance of ensuring that all key
employees are incentivised and identify closely with the profitability of the company.
EMI scheme
Options are exercisable after 3 years and will lapse if not exercised within 7 years.
Approved scheme
Options are exercisable after 3 years and will lapse if not exercised within 10 years. Under this scheme, which has been
approved by the Inland Revenue, the maximum aggregate market value of options, which may be issued to a participant,
may not exceed £30,000.
Unapproved scheme
Options are exercisable after 3 years and will lapse if not exercised within 7 years.
Shadow scheme
This scheme provides a similar incentive to the above schemes by way of a cash equivalent. The main purpose of the
scheme is to enable the Company to provide equity related incentives to employees whose participation in the Approved
Scheme or Unapproved Scheme, may, at the relevant time, not be practicable.
Statement of Directors’ responsibilities
The directors are required by company law to prepare financial statements for each financial period that give a true and 
fair view of the state of affairs of the Company and the Group as at the end of the financial period and of the profit and 
loss for the Group for that period.
The directors confirm that suitable accounting policies have been used and applied consistently and reasonable and
prudent judgements and estimates have been made in the preparation of the financial statements for the year ended 
31 December 2007. The directors also confirm that applicable accounting standards have been followed and that the
financial statements have been prepared on the going concern basis.
The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any 
time the financial position of the Company and to enable them to ensure that the financial statements comply with the
Companies Act 1985. They are responsible for systems of internal control, safeguarding the assets of the Company 
and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
By Order of the Board
Julie Randall
Secretary
2 April 2008
Annual Report and Accounts 2007
13
78155 PRE ACC  14/5/08  18:47  Page 13 We have audited the Group financial statements of Vero Software Plc for the year ended 31 December 2007 which are 
set out on pages 15 to 40. These Group financial statements have been prepared under the accounting policies set out
therein. We have reported separately on the parent Company financial statements of Vero Software Plc for the year ended
on 31 December 2007. 
This report is made solely to the Company’s members, as a body, in accordance with Section 235 of the Companies 
Act 1985. Our audit work has been undertaken so that we might state to the Company’s members those matters we are
required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit
work, for this report, or for the opinions we have formed. 
Respective responsibilities of directors and auditors 
The directors’ responsibilities for preparing the Annual Report and the Group financial statements in accordance with
applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union are set out 
in the Statement of Directors’ Responsibilities. 
Our responsibility is to audit the Group financial statements in accordance with relevant legal and regulatory requirements
and International Standards on Auditing (UK and Ireland). We report to you our opinion as to whether the Group financial
statements give a true and fair view and whether the Group financial statements have been properly prepared in accordance
with the Companies Act 1985 and Article 4 of the IAS Regulation. We also report to you whether in our opinion the
information given in the Directors’ Report is consistent with the financial statements. The information given in the Directors’
Report includes that specific information presented in the Chief Executive’s Review that is cross referred from the Business
Review section of the Directors’ Report. 
In addition we report to you if, in our opinion, we have not received all the information and explanations we require for our
audit, or if information specified by law regarding directors’ remuneration and other transactions is not disclosed. We read
other information contained in the Annual Report and consider whether it is consistent with the Group financial statements.
This other information comprises only the Directors’ Report, the Chairman’s Statement, and the Business Review. We
consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies 
with the Group financial statements. Our responsibilities do not extend to any other information. 
Basis of audit opinion 
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing
Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in 
the Group financial statements. It also includes an assessment of the significant estimates and judgements made by the
directors in the preparation of the Group financial statements, and of whether the accounting policies are appropriate to 
the Group’s circumstances, consistently applied and adequately disclosed. 
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in
order to provide us with sufficient evidence to give reasonable assurance that the Group financial statements are free from
material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the
overall adequacy of the presentation of information in the Group financial statements. 
Opinion 
In our opinion: 
● the Group financial statements give a true and fair view, in accordance with IFRSs as adopted by the European
Union, of the state of the Group’s affairs as at 31 December 2007 and of its profit for the year then ended; 
● the Group financial statements have been properly prepared in accordance with the Companies Act 1985 and 
Article 4 of the IAS Regulation; and 
● the information given in the Directors’ Report is consistent with the Group financial statements. 
Moore Stephens LLP 
Registered Auditors 
St. Paul’s House 
London EC4M 7BP 
Vero Software Plc
14
Independent Auditors’ Report to the Shareholders 
of Vero Software Plc
20 May 2008
78155 PRE ACC  14/5/08  18:47  Page 14 Year ended 31 December
2007 2006
Note £’000 £’000
Revenue 2 12,671 11,027
Cost of Sales (766) (849)
Gross Profit 11,905 10,178
Selling expenses (5,691) (5,426)
Administrative expenses (2,434) (2,012)
Product development (1,917) (1,471)
Net other operating income 12 75
Earnings before interest, tax,
depreciation and amortisation (EBITDA) 1,875 1,344
Depreciation (213) (186)
Amortisation (390) (182)
Operating profit 1,272 976
Interest receivable and similar income 27 47
Interest payable and similar charges 4 (211) (81)
Profit before taxation 5 1,088 942
Taxation 7 (420) (380)
Profit after taxation 668 562
Earnings per share – pence (basic) 8 1.79 1.51
Earnings per share – pence (fully diluted) 8 1.77 1.51
Annual Report and Accounts 2007
15
Consolidated income statement
78155 PRE ACC  14/5/08  18:47  Page 15 Year ended 31 December
2007 2006
Note £’000 £’000
Assets
Non-current assets
Property, plant and equipment 9 1,043 1,074
Goodwill 10 3,055 2,808
Other intangible assets 11 2,909 2,111
Investments 12 1 1
7,008 5,994
Current assets
Inventories 18 21
Trade and other receivables 13 6,364 6,178
Current tax 53 71
Deferred tax 14 147 142
Financial assets 15 111 204
Cash and cash equivalents 16 812 968
7,505 7,584
Total assets 14,513 13,578
Liabilities
Non-current liabilities
Bank loans and borrowings 17 1,976 2,043
Other creditors 18 19 537
Deferred tax 14 539 347
Provisions for liabilities 19 524 493
3,058 3,420
Current liabilities
Trade and other payables 649 536
Current taxation 150 80
Bank loans and borrowings 20 1,496 1,219
Deferred revenue 1,457 1,416
Financial liabilities 27 43 2
Other creditors 21 2,072 1,973
5,867 5,226
Total liabilities 8,925 8,646
Equity
Issued share capital 22 186 186
Share premium 5,860 5,860
Other reserves 24 (179) (61)
Retained earnings (279) (1,053)
Total equity 5,588 4,932
Total equity and liabilities 14,513 13,578
Vero Software Plc
16
Consolidated balance sheet
78155 PRE ACC  14/5/08  18:47  Page 16 Year ended 31 December
2007 2006
Note £’000 £’000
Cash flows from operating activities
Cash generated from operations 29 1,746 1,375
Interest paid (218) (72)
Taxes paid (169) (400)
Net cash from operating activities 1,359 903
Cash flows from investing activities
Acquisition of subsidiaries net of cash acquired 30 1 (1,877)
Payment of deferred consideration (539) (99)
Purchase of property, plant and equipment (97) (147)
Proceeds from sale of property, plant and equipment 26 58
Purchases of intangible assets (45) (15)
Capitalised product development (1,026) (603)
Sale/(purchase) of financial asset 106 (207)
Loan to distributor – (163)
Interest received 29 53
Net cash used in investing activities (1,545) (3,000)
Cash flows from financing activities
Payments of finance lease liabilities (70) (93)
Loans 462 2,076
Loans repaid (546) (136)
Net cash (used in)/from financing activities (154) 1,847
Net decrease in cash and cash equivalents (340) (250)
Cash and cash equivalents at beginning of year 343 652
Exchange losses on cash and bank overdrafts (19) (59)
Cash and cash equivalents at end of the year 16 (16) 343
Annual Report and Accounts 2007
17
Consolidated cash flow statement
78155 PRE ACC  14/5/08  18:47  Page 17 Year ended 31 December
2007 2006
£’000 £’000
Decrease in cash in the year (340) (250)
Cash inflow/(outflow) from change in debt and finance leasing 57 (1,906)
Change in net debt in the period resulting from cash flow (283) (2,156)
Exchange movements (83) (2)
Net debt at beginning of the year (2,294) (136)
Net debt at end of the year (2,660) (2,294)
Consolidated statement of changes in equity
Share
Share Share Based Translation Other Retained Total 
Capital Premium Compensation Reserve Reserves Earnings Equity
£’000 £’000 £’000 £’000 £’000 £’000 £’000
As at 1 January 2006 186 5,860 38 (13) 8 (1,613) 4,466
Profit for the year ––––– 562 562
Movement for the year – – 33 – 2 (2) 33
Currency translation 
differences – – – (129) – – (129)
As at 31 December 2006 186 5,860 71 (142) 10 (1,053) 4,932
Profit for the year ––––– 668 668
Movement for the year – – 35––– 35
Transfer – – (106) – – 106 –
Currency translation 
differences – – – (49) 2 – (47)
Balance at 
31 December 2007 186 5,860 – (191) 12 (279) 5,588
Approved by the Board of Directors on 2 April 2008 and signed on its behalf by
Don Babbs
Chief Executive
Vero Software Plc
18
Reconciliation of net cash flow to movement in net debt
78155 PRE ACC  14/5/08  18:47  Page 18 General information
Vero Software plc is a company incorporated in the United Kingdom under the Companies Act 1985. The address of 
the registered office is given on page 8. The nature of the Group’s operations and its principal activities are set out in 
the business review on pages 4 to 6.
The financial statements are presented in pounds sterling, rounded to the nearest thousand, as that is the currency of the
primary economic environment in which the Group operates.
The Group financial statements consolidate those of the Company and its subsidiaries (together referred to as the ‘Group’).
Foreign operations are included in accordance with the policies set out below.
1. Accounting policies
Basis of preparation
The consolidated financial statements of the Group have been prepared in accordance with International Financial
Reporting Standards (“IFRS”) as adopted by the European Union and the Companies Act 1985 and therefore comply
with Article 4 of the EU IAS Regulation. No income statement is presented for the Company as provided by s230 of
the Companies Act 1985.
The accounts are prepared under the historical cost convention, except for the revaluation of certain financial
instruments. The principal accounting policies are set out below.
Changes in accounting policy and disclosures
The accounting policies adopted are consistent with those of the previous financial year except as follows:
The Group has adopted the following new and amended IFRS and IFRIC interpretations during the year. Adoption of
these revised standards and interpretations did not have any effect on the financial performance or position of the
Group. They did however, in some instances, give rise to additional disclosures.
• IFRS 7 Financial Instruments: Disclosures;
• IAS 1 Amendment: Capital disclosures – Presentation of Financial Statements;
• IFRIC 8 Scope of IFRS 2;
• IFRIC 9 Reassessment of Embedded Derivatives;
• IFRIC 10 Interim Financial Reporting and Impairment;
• IFRIC 11 IFRS 2 – Group and Treasury Share Transactions. 
New standards and interpretations not applied
The IASB and IFRIC have issued the following standards and interpretations which are not effective and have not
been early adopted for these financial statements:
Effective for financial year beginning
International Accounting Standards (IAS/IFRSs)
IFRS 2 (amended) Share-Based Payment Vesting Conditions and Cancellations 1 January 2009
IFRS 3 (revised) Business Combinations 1 July 2009
IFRS 8 Operating segments 1 January 2009
IAS 1 (revised) Presentation of Financial Statements 1 January 2009
IAS 23 (revised) Borrowing Costs 1 January 2009
IAS 27 (revised) Consolidated and Separate Financial Statements 1 July 2009
International Financial Reporting Interpretations Committee (IFRIC)
IFRIC 12 Service Concession Arrangements 1 January 2008
IFRIC 13 Customer Loyalty Programmes 1 July 2008
IFRIC 14 IAS 19 The limit on a defined benefit asset, minimum funding requirements and their interaction.1 January 2008
The directors do not anticipate that the adoption of these standards and interpretations will have a material impact on
the Group and Company’s financial statements in the period of initial application.
Annual Report and Accounts 2007
19
IFRS Notes to the financial statements
78155 NOTES  14/5/08  18:54  Page 19 1. Accounting policies – continued
Consolidation
The consolidated financial statements for the year ended 31 December 2007 incorporate the financial information of
the Company and entities controlled by the Company (its subsidiaries). Control is achieved where the Company has
the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities.
Subsidiaries are consolidated from the date of their acquisition, being the date on which the Group obtains control.
All business combinations are accounted for using the purchase method of accounting. The cost of the business
combination is measured as the aggregate of the fair values of assets given less liabilities incurred or assumed.
Consideration includes any deferred consideration. Deferred consideration is not discounted.
All intra-group transactions, balances, income and expenditure are eliminated on consolidation.
Accounting estimates and judgments
In the process of applying the Group’s accounting policies, management has made judgments, estimates and
assumptions that affect the reported amount of assets and liabilities, income and expenses. These judgments involve
assumptions or estimates in respect of future events, which can vary from what is anticipated as discussed below:
Impairment of non financial assets
The Group assesses whether there are any indicators of impairment for all non-financial assets at each reporting date.
Goodwill is tested for impairment annually and at other times when such indicators exist. Other non financial assets
are tested for impairment when there are indicators that the carrying amounts may not be recoverable.
When value in use calculations are undertaken, management must estimate the expected future cash flows from the
asset or cash generating unit and choose a suitable discount rate in order to calculate the present value of those
cash flows. Further details are given in note 10.
Capitalised software development 
Management have reviewed the Group’s research and development activities and have made estimates and
judgments on the amount of development it is appropriate to capitalise and the expected life over which to amortise
the development projects capitalised.
Revenue recognition 
Revenue represents the value of sales of software and related services to third parties, exclusive of value added 
tax or equivalent. Software licences are recognised on delivery of the software licence. Maintenance renewals are
recognised rateably over the period of the maintenance contract. 
Cost of sales
Cost of sales represents the cost of licence fees in respect of third party software licences, software media costs 
and related hardware. 
Employee benefits 
The Group operates a defined contribution pension scheme for employees based in the United Kingdom. The scheme
is funded by the payment of contributions to an independently administered fund. The pension contributions are
charged to the income statement when incurred.
Accruals are made for holiday pay, based on a calculation of the number of days holiday earned during the year, 
but not yet taken.
Share based payments
Charges have been made in the income statement to spread the fair value of share options issued since November
2002 over the vesting period of those options.
Government grants
Grants are recognised in the income statement as other income and matched against the project’s related
expenditure, provided that the Group has met the conditions of the grant and there is reasonable assurance that 
it will be received. 
Vero Software Plc
20
IFRS Notes to the financial statements
continued
78155 NOTES  14/5/08  18:54  Page 20 1. Accounting policies – continued
Intangible fixed assets – research and development
Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge 
and understanding is recognised in the income statement as an expense as incurred. Development costs incurred
after the point at which the commercial and technical feasibility of the product has been proven, and the decision 
to complete the development has been taken and the resources made available, are capitalised. The expenditure
capitalised includes the cost of direct labour and an appropriate proportion of overheads. Capitalised development
expenditure is stated at cost less accumulated amortisation and impairment losses. Development expenditure has 
an estimated useful life of 6 years and is amortised on a straight-line basis.
Intangible assets – other
Software acquired from third parties, licences and trade marks, are included as intangible fixed assets at cost less
amortisation and are amortised over 3 to 10 years. 
In accordance with IFRS 3 “Business Combinations” goodwill arising on the acquisition of subsidiaries is capitalised
and included in intangible assets. IFRS 3 also requires the identification of other intangible assets acquired. Although
the techniques used to value other intangible assets are in line with internationally used models, they do require the
use of estimates, which may differ from actual outcomes.
The estimated useful lives of the acquired intangible assets are as follows:
Intellectual property 6 years
In process research and development 6 years
The carrying value is reviewed for impairment when events or changes in circumstances indicate that it may be
impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the
extent of the impairment loss. 
Impairment of goodwill
The determination of whether or not goodwill has been impaired requires an estimate to be made of the value in use
of the cash generating units to which goodwill has been allocated. The value in use estimation includes estimates
about the future financial performance of the cash generating units, including management’s estimates of long term
operating margins and long-term growth rates. The carrying amount of goodwill and the key assumptions used in 
the calculation of value in use of the cash generating units to which goodwill is allocated is disclosed in note 10.
Property, plant and equipment
Assets are stated at cost less accumulated depreciation. Depreciation is provided to write off the cost of assets less
their estimated residual value on a straight-line basis over their estimated useful economic lives as follows:
Buildings 2% to 3%
Motor Vehicles 25%
Plant and equipment 10% to 25%
Leasehold improvements over the remaining life of the lease
Inventories
Inventories of CD’s, manuals and packaging are included at the lower of cost and net realisable value, after making
due allowance for obsolete and slow moving stock.
The cost of inventories comprises the purchase price, carriage and other costs directly attributable to the acquisition
of goods, less any trade discounts deductible.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and short-term (with an original maturity of less than three
months) deposits. Bank overdrafts that are repayable on demand form part of cash and cash equivalents for the
purpose of the cash flow statement.
Annual Report and Accounts 2007
21
78155 NOTES  14/5/08  18:54  Page 21 1. Accounting policies – continued
Taxation
Income tax on the profit or loss for the periods presented comprises current and deferred tax. Income tax is
recognised in the income statement except to the extent that it relates to items recognised directly in equity, 
in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively
enacted at the balance sheet date, and any adjustment to tax payable in respect of previous periods.
Deferred tax is recognised using the balance sheet method providing for temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The
amount of deferred tax provided is based on the expected realisation or settlement of the carrying amount of assets
or liabilities. Deferred tax is measured at tax rates that are expected to be applied to the temporary differences when
they reverse, based on laws that have been enacted or substantively enacted by the reporting date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available
against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable
that the related tax benefit will be realised.
Financial instruments
Treasury activities are managed under policies and procedures approved and monitored by the Board. These are designed
to reduce the financial risk faced by the Group, which relate primarily to credit risk, foreign currency risk, liquidity risk
and interest rate risk. The Group does not undertake any trading or speculative activity in financial instruments.
Foreign currency
Transactions in foreign currency are included in the accounts of individual companies at the rate of exchange ruling 
at the time of the transaction. Assets and liabilities expressed in foreign currency are translated at the rates ruling at
the balance sheet date and any differences on translation are dealt with in the income statement.
Results are translated into Sterling at the weighted average rates for the year, which is effected by translating each
overseas subsidiary’s monthly result at exchange rates applicable to each of the respective months. Assets and
liabilities denominated in foreign currencies at the balance sheet date are translated into Sterling at the foreign
exchange rate ruling at that date. Differences on exchange resulting from the translation of overseas assets and
liabilities are recognised directly in equity. Such exchange differences are recognised as income or expense in the period
in which the operation is disposed of. Cumulative differences have been set to zero at the date of transition to IFRS.
The closing rates of exchange that have been applied at the balance sheet date and the average rates of exchange
during the period are shown below:-
to £1
2007 2006
Closing rate
Euro 1.36 1.48
US $ 1.99 1.96
Yen 222 233
Average rate
Euro 1.47 1.46
US $ 2.00 1.84
Yen 237 213
2. Revenue
Analysis of the Group’s revenue is as follows:
Year ended 31 December
2007 2006
£’000 £’000
Software and licence fees 8,604 7,331
Related services 4,067 3,696
–––––––– ––––––––
12,671 11,027
–––––––– ––––––––
Vero Software Plc
22
IFRS Notes to the financial statements
continued
78155 NOTES  14/5/08  18:54  Page 22 3. Segmental reporting
The Group operates in one business segment – the development, marketing and distribution of computer aided
design and manufacturing software and related services.
The following table analyses revenue by geographical area, based on customer location.
Year ended 31 December
2007 2006
£’000 £’000
Europe 7,968 6,594
North America 1,455 1,431
Asia 3,008 2,754
Rest of the World 240 248
–––––––– ––––––––
12,671 11,027
–––––––– ––––––––
The following table presents an analysis of the Group’s operations by geographical area in which those operations
and assets are located. 
Year ended 31 December 2007 2006
United North
Italy Kingdom America Japan China France Total Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
External sales 3,684 4,907 1,397 1,881 320 482 12,671 11,027
Inter-segment revenue – 756 64––– 820 726
––––––– ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– –––––––
3,684 5,663 1,461 1,881 320 482 13,491 11,753
––––––– ––––––– ––––––– ––––––– ––––––– –––––––
Eliminations (820) (726)
––––––– –––––––
Consolidated Revenue 12,671 11,027
––––––– –––––––
Segment Result 101 1,128 124 57 66 (81) 1,395 1,341
Unallocated central corporate costs (123) (365)
––––––– –––––––
Operating profit 1,272 976
Interest receivable and similar income 27 47
Interest payable and similar charges (211) (81)
––––––– –––––––
Profit before tax 1,088 942
––––––– –––––––
Assets
by location of assets 3,000 6,207 2,222 833 42 380 12,684 10,852
Corporate items not allocated 1,829 2,726
––––––– –––––––
Total assets 14,513 13,578
––––––– –––––––
Liabilities
by location of liabilities 3,064 2,307 322 415 187 244 6,539 5,262
Corporate items not allocated 2,386 3,384
––––––– –––––––
Total liabilities 8,925 8,646
––––––– –––––––
Depreciation 49 136 15 3 6 4 213 186
Amortisation 38 271 24––– 333 182
Impairment of property 57––––– 57 –
Capital spend 72 34 27 1 5 3 142 162
Non cash expenditure of £35,000 (2006: £33,000) in respect of share options is included in the corporate items 
not allocated.
Annual Report and Accounts 2007
23
78155 NOTES  14/5/08  18:54  Page 23 4. Interest payable and similar charges
Year ended 31 December
2007 2006
£’000 £’000
Bank loans and overdrafts 192 74
Hire purchase interest and lease finance charges 19 7
–––––––– ––––––––
211 81
–––––––– ––––––––
5. Profit before taxation
The profit before taxation is after charging/(crediting):-
Year ended 31 December
2007 2006
£’000 £’000
Hire of assets including operating lease rentals
– plant and machinery 90 125
– land and buildings 335 328
Depreciation and amortisation 546 368
Impairment loss on property 57 –
Product development 1,917 1,471
Profit on sale of plant and equipment (21) (11)
Foreign exchange (profit)/loss (12) 56
Auditor’s remuneration
– in respect of audit services 74 64
– in respect of taxation services 8 13
Directors’ remuneration 641 563
Pension costs 118 90
–––––––– ––––––––
6. Employees and directors
The average number of persons employed by the Group during the year was:
Year ended 31 December
2007 2006
Number Number
Development 53 37
Sales, marketing and technical support 84 73
Administration 30 27
–––––––– ––––––––
167 137
–––––––– ––––––––
a) Staff costs
£’000 £’000
Wages and salaries 5,608 4,522
Social security costs 944 764
Share options granted to directors and employees 35 33
Pension cost for defined contribution plan 118 90
–––––––– ––––––––
6,705 5,409
–––––––– ––––––––
Vero Software Plc
24
IFRS Notes to the financial statements
continued
78155 NOTES  14/5/08  18:54  Page 24 6. Employees and directors – continued
b) Directors’ emoluments
Year ended 31 December
2007 2006
£’000 £’000
Emoluments 597 524
Share options granted to directors 11 11
Pension cost for defined contribution plan 33 28
–––––––– ––––––––
641 563
–––––––– ––––––––
£’000 £’000
Highest paid director:
Emoluments 187 156
Pension contributions 12 10
–––––––– ––––––––
199 166
–––––––– ––––––––
Contributions were made to a Group personal pension scheme on a defined contribution basis on behalf of 
4 directors. The total of such contributions during the year ended 31 December 2007 was £33,000. (2006: £27,000)
The directors are of the opinion that the key management of the Group comprises the Board of Directors who have
the authority and responsibility for planning, directing and controlling the activities of the Group.
7. Taxation
Year ended 31 December
2007 2006
£’000 £’000
a) Current tax
UK corporation tax at 30% (2006: 30%) – 75
Foreign tax 233 225
–––––––– ––––––––
Total current tax for the year 233 300
–––––––– ––––––––
Deferred tax
Origination and reversal of other temporary differences (25) (110)
Capitalisation of development 212 190
–––––––– ––––––––
Total deferred tax (note 14) 187 80
–––––––– ––––––––
Tax on profit 420 380
–––––––– ––––––––
b) Reconciliation of current tax
Profit before tax 1,088 942
–––––––– ––––––––
Tax on profit at the standard rate of corporation tax in the UK of 30% (2006: 30%) 326 282
Expenses not deductible for tax purposes (4) (34)
Excess of depreciation over capital allowances (195) 66
Capitalisation of development costs (60) (131)
(Profits)/losses in foreign subsidiaries 32 (42)
Foreign tax charged at higher rates than UK standard 137 150
Small companies relief (3) –
UK tax losses carried forward – 9
–––––––– ––––––––
Current tax for the year 233 300
–––––––– ––––––––
Annual Report and Accounts 2007
25
78155 NOTES  14/5/08  18:54  Page 25 8. Earnings per share
Basic earnings per share is calculated by dividing net profit for the year attributable to ordinary equity holders of the
parent company by the weighted average number of shares in issue during the year.
Diluted earnings per share is calculated by dividing the net profit attributable to ordinary equity holders of the parent
company by the weighted average number of shares in issue during the year, plus the weighted average number of
ordinary shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares.
The following reflects the income and share data used in the calculations:
12 months to 31 December 2007
Earnings Shares EPS 
£’000 000 Pence
Basic earnings per share 668 37,261 1.79
Number of shares for which options were outstanding – 3,111 –
Non dilutive options – (44) –
Equivalent number of shares at fair value – (2,594) –
–––––––– –––––––– ––––––––
Fully diluted earnings per share 668 37,734 1.77
–––––––– –––––––– ––––––––
12 months to 31 December 2006
Earnings Shares EPS 
£’000 000 Pence
Basic earnings per share 562 37,261 1.51
Number of shares for which options were outstanding – 3,111 –
Non dilutive options – (3,111) –
–––––––– –––––––– ––––––––
Fully diluted earnings per share 562 37,261 1.51
–––––––– –––––––– ––––––––
Vero Software Plc
26
IFRS Notes to the financial statements
continued
78155 NOTES  14/5/08  18:54  Page 26 9. Property, plant and equipment
Land & Leasehold Plant and Motor
Buildings Improvements Equipment Vehicles Total 
£’000 £’000 £’000 £’000 £’000
Cost:
As at 1 January 2007 625 311 864 340 2,140
Exchange movements 24 23 40 7 94
Acquisitions – – 24 – 24
Additions – 15 69 104 188
Impairment (57) – – – (57)
Disposals – – (12) (78) (90)
–––––––– –––––––– –––––––– –––––––– ––––––––
As at 31 December 2007 592 349 985 373 2,299
–––––––– –––––––– –––––––– –––––––– ––––––––
Accumulated depreciation:
As at 1 January 2007 8 284 628 146 1,066
Exchange movements 2 25 30 5 62
Charge for the year 13 19 100 81 213
Disposals – – (10) (75) (85)
–––––––– –––––––– –––––––– –––––––– ––––––––
As at 31 December 2007 23 328 748 157 1,256
–––––––– –––––––– –––––––– –––––––– ––––––––
Net book value:
As at 1 January 2007 617 27 236 194 1,074
–––––––– –––––––– –––––––– –––––––– ––––––––
As at 31 December 2007 569 21 237 216 1,043
–––––––– –––––––– –––––––– –––––––– ––––––––
Land & Leasehold Plant and Motor
Buildings Improvements Equipment Vehicles Total 
£’000 £’000 £’000 £’000 £’000
Cost:
As at 1 January 2006 – 298 824 350 1,472
Exchange movements – (8) (27) 1 (34)
Acquisitions 625 – 28 47 700
Additions – 21 100 85 206
Disposals – – (61) (143) (204)
–––––––– –––––––– –––––––– –––––––– ––––––––
As at 31 December 2006 625 311 864 340 2,140
–––––––– –––––––– –––––––– –––––––– ––––––––
Accumulated depreciation:
As at 1 January 2006 – 280 611 171 1,062
Exchange movements – (6) (20) – (26)
Charge for the year 8 10 96 72 186
Disposals – – (59) (97) (156)
–––––––– –––––––– –––––––– –––––––– ––––––––
As at 31 December 2006 8 284 628 146 1,066
–––––––– –––––––– –––––––– –––––––– ––––––––
Net book value:
As at 1 January 2006 – 18 213 179 410
–––––––– –––––––– –––––––– –––––––– ––––––––
As at 31 December 2006 617 27 236 194 1,074
–––––––– –––––––– –––––––– –––––––– ––––––––
The net book value of motor vehicles includes £186,000 (2006: £138,000) in respect of assets held under finance
leases and hire purchase contracts.
Included in the net book value of land and buildings is freehold land of £3,750 (2006: £3,750) which is not depreciated.
Annual Report and Accounts 2007
27
78155 NOTES  14/5/08  18:54  Page 27 10. Goodwill 
As at As at
1 January 31 December
2007 Acquisition Adjustment 2007
£’000 £’000 £’000 £’000
Cost and net book value
Group formation 36–– 36
Vero Tecnologie 118 – – 118
EDI 65–– 65
Machining Strategist 103 – – 103
Studio 4 219 – – 219
Smirt-ware 740 – – 740
Camtek 1,527 – 4 1,531
Visi US Inc – 203 – 203
Camtek North America –40 –40
–––––––– –––––––– –––––––– ––––––––
2,808 243 4 3,055
–––––––– –––––––– –––––––– ––––––––
As at As at
1 January 31 December
2006 Acquisition Adjustment 2006
£’000 £’000 £’000 £’000
Cost and net book value
Group formation 36 – – 36
Vero Tecnologie 118 – – 118
EDI 65 – – 65
Machining Strategist 103 – – 103
Studio 4 219 – – 219
Smirt-ware 740 – – 740
Camtek – 1,527 – 1,527
–––––––– –––––––– –––––––– ––––––––
1,281 1,527 – 2,808
–––––––– –––––––– –––––––– ––––––––
Goodwill acquired in a business combination is allocated to cash-generating units (CGU’s). The Group conducts
annual impairment tests on the carrying value of goodwill, based on the recoverable amount of the CGU’s to which
the goodwill has been allocated.
The Group prepares cash flow forecasts derived from the most recent financial budgets approved by management
and extrapolates future cash flows based on an estimated growth rate of 5%. This rate does not exceed the average
long term growth rate for the relevant markets. The post tax discount rate used of 4.6% is based on 10 year Treasury
bond yields
During the fourth quarter of 2007, the Group tested its balance of goodwill for impairment in accordance with IAS36
“Impairment of assets”. No impairment charge was required as a result of this annual impairment test. 
Vero Software Plc
28
IFRS Notes to the financial statements
continued
.
78155 NOTES  14/5/08  18:54  Page 28 11. Other intangible assets
IntellectualDevelopment Software Incorp. Customer
Property Costs Licences Costs Lists Total 
£’000 £’000 £’000 £’000 £’000 £’000
Cost:
As at 1 January 2007 1,402 1,116 450 47 – 3,015
Exchange movements 11 3 25 5 – 44
Acquisitions – – 6 – 40 46
Additions – 1,026 18 27 – 1,071
–––––––– –––––––– –––––––– –––––––– –––––––– ––––––––
As at 31 December 2007 1,413 2,145 499 79 40 4,176
–––––––– –––––––– –––––––– –––––––– –––––––– ––––––––
Accumulated amortisation:
As at 1 January 2007 387 62 420 35 – 904
Exchange movements 1 – 26 3 – 30
Charge for the year 141 152 22 10 8 333
–––––––– –––––––– –––––––– –––––––– –––––––– ––––––––
As at 31 December 2007 529 214 468 48 8 1,267
–––––––– –––––––– –––––––– –––––––– –––––––– ––––––––
Net book value:
As at 1 January 2007 1,015 1,054 30 12 – 2,111
–––––––– –––––––– –––––––– –––––––– –––––––– ––––––––
As at 31 December 2007 884 1,931 31 31 32 2,909
–––––––– –––––––– –––––––– –––––––– –––––––– ––––––––
IntellectualDevelopment Software Incorp. Customer
Property Costs Licences Costs Lists Total 
£’000 £’000 £’000 £’000 £’000 £’000
Cost:
As at 1 January 2006 820 334 444 45 – 1,643
Exchange movements (1) (17) (6) (1) – (25)
Acquisitions 583 196––– 779
Additions – 603 12 3 – 618
–––––––– –––––––– –––––––– –––––––– –––––––– ––––––––
As at 31 December 2006 1,402 1,116 450 47 – 3,015
–––––––– –––––––– –––––––– –––––––– –––––––– ––––––––
Accumulated amortisation:
As at 1 January 2006 287 8 403 30 – 728
Exchange movements – – (5) (1) – (6)
Charge for the year 100 54 22 6 – 182
–––––––– –––––––– –––––––– –––––––– –––––––– ––––––––
As at 31 December 2006 387 62 420 35 – 904
–––––––– –––––––– –––––––– –––––––– –––––––– ––––––––
Net book value:
As at 1 January 2006 533 326 41 15 – 915
–––––––– –––––––– –––––––– –––––––– –––––––– ––––––––
As at 31 December 2006 1,015 1,054 30 12 – 2,111
–––––––– –––––––– –––––––– –––––––– –––––––– ––––––––
Annual Report and Accounts 2007
29
78155 NOTES  14/5/08  18:54  Page 29 12. Investments
Investments comprise the Group’s 4% equity investment in Camtek GmbH, a company incorporated in Germany. The
Directors do not exercise any control over the activities of Camtek GmbH. The investment is shown at cost under the
exemption in IAS 39 “Financial Instruments: Recognition and measurement” as in the opinion of the Directors the cost
of obtaining a fair value exceeds the benefit.
Vero Software plc has the following subsidiary undertakings, all of which are engaged in the development, marketing
and distribution of the Group’s products:-
Proportion of share Country of
capital held incorporation
%
Vero Italia S.p.A. 100 Italy
Vero UK Limited 100 United Kingdom
Vero US Inc. 100 USA
#Vero Canada Inc. 100 Canada
Vero Japan KK 100 Japan
#Smirtware Inc. 100 USA
Plastics and Computer International Srl 100 Italy
Camtek Ltd 100 United Kingdom
#Visi US Inc. 100 USA
#Investment held by Vero US Inc.
13. Trade and other receivables
Year ended 31 December
2007 2006
£’000 £’000
Trade receivables 6,917 6,402
Less: provision for impairment of trade receivables (1,141) (888)
–––––––– ––––––––
Trade receivables – net 5,776 5,514
Other debtors 155 381
Prepayments and accrued income 433 283
–––––––– ––––––––
6,364 6,178
–––––––– ––––––––
Movements on the Group provision for impairment of trade receivables are as follows: 
Year ended 31 December
2007 2006
£’000 £’000
As at 1 January 888 609
Provision for receivables impairment 370 475
Receivables written off during the year as uncollectable (172) (168)
Exchange movements 55 (28)
–––––––– ––––––––
At 31 December 1,141 888
–––––––– ––––––––
The creation and release of provision for impaired receivables has been included in “Selling expenses” in the income
statement.
Trade receivables that are less than three months past due are not considered impaired. As of 31 December 2007,
trade receivables of £1,020,000 (2006: £750,000) were past due but not impaired. These relate to a number of
dealers and independent customers for whom there is no recent history of default.
The Group has no significant concentrations of credit risk since the risk is spread over a large number of unrelated
counterparties.
The other classes within trade and other receivables do not contain impaired assets.
Vero Software Plc
30
IFRS Notes to the financial statements
continued
78155 NOTES  14/5/08  18:54  Page 30 14. Deferred tax
The net movement on the deferred tax account is set out below
Year ended 31 December
2007 2006
£’000 £’000
At 1 January 205 25
Charged to the income statement 187 80
Fair value adjustment re acquisition of subsidiaries – 100
–––––––– ––––––––
As at 31 December 392 205
–––––––– ––––––––
The movement in deferred tax assets and liabilities is set out below
a) Deferred tax assets Accelerate tax
depreciation
£’000
At 1 January 2007 142
Charged to the income statement 5
––––––––
As at 31 December 2007 147
––––––––
b) Deferred tax liabilities Development Other timing
costs differences Total
£’000 £’000 £’000
At 1 January 2007 249 98 347
Charged to the income statement 212 (20) 192
–––––––– –––––––– ––––––––
As at 31 December 2007 461 78 539
–––––––– –––––––– ––––––––
Deferred tax assets are recognised for tax losses carried forward only to the extent that the realisation of the related
tax benefit through future taxable profits is possible. The Group did not recognise deferred tax assets of £626,000
(2006: £622,000) in respect of losses that can be carried forward against future taxable income. 
15. Financial assets
Year ended 31 December
2007 2006
£’000 £’000
Italian bank bond 111 204
–––––––– ––––––––
The Italian bank bond is held as security for a bank guarantee for payment of deferred consideration in respect of the
acquisition of Plastics and Computers Srl. This was reduced in 2007 on payment of part of the deferred consideration.
Annual Report and Accounts 2007
31
78155 NOTES  14/5/08  18:54  Page 31 16. Cash and cash equivalents
Year ended 31 December
2007 2006
£’000 £’000
Bank balances and cash in hand 812 968
–––––––– ––––––––
Cash and cash equivalents include the following for the purpose of the cash flow statement:
Year ended 31 December
2007 2006
£’000 £’000
Cash and cash equivalents 812 968
Bank overdrafts (note 20) (828) (625)
–––––––– ––––––––
(16) 343
–––––––– ––––––––
17. Non current bank loans and borrowings
Year ended 31 December
2007 2006
Note £’000 £’000
Bank loans 1,913 1,983
Hire purchase and finance lease obligations 25 63 60
–––––––– ––––––––
1,976 2,043
–––––––– ––––––––
£’000 £’000
Bank loans:
One to two years 637 541
Two to five years 1,276 1,442
–––––––– ––––––––
1,913 1,983
–––––––– ––––––––
The Group has bank loans in the UK and Italy. The loans are repayable by quarterly instalments over 5 years. 
Interest rates are detailed in note 27.
A loan of £462,000 was advanced during the year by the Italian government at a preferential interest rate of 
one fifth of the current European inter bank rate (2006: £175,000). The loan is repayable by 6 monthly instalments
over 5 years. The fair value of this loan has not been adjusted under IAS 39, “Financial Instruments: Recognition and
measurement”, on the grounds of materiality. Interest on other loans is payable at commercial variable rates.
18. Other creditors
Other creditors relate to deferred consideration in respect of the acquisitions of subsidiary companies.
Vero Software Plc
32
IFRS Notes to the financial statements
continued
78155 NOTES  14/5/08  18:54  Page 32 19. Provisions for liabilities 
Agency Staff 
indemnity leaving
fund indemnity Total 
£’000 £’000 £’000
As at 1 January 2007 26 467 493
Exchange movements 3 41 44
Charged to the income statement 6 115 121
Payments – (134) (134)
–––––––– –––––––– ––––––––
As at 31 December 2007 35 489 524
–––––––– –––––––– ––––––––
The agency indemnity fund is in respect of the Group’s Italian companies and becomes payable on termination of
certain agency agreements.
The staff leaving indemnities are in respect of the Group’s Italian and Japanese companies and become payable when
staff leave a company, if not paid earlier.
20. Current bank loans and borrowings
Year ended 31 December
2007 2006
Note £’000 £’000
Bank overdrafts 828 625
Bank loans 592 542
Hire purchase and finance lease obligations 25 76 52
–––––––– ––––––––
1,496 1,219
–––––––– ––––––––
The Group’s Italian bank overdrafts are secured by means of fixed and floating charges over the assets of 
Vero Italia S.p.A.
The Group’s UK bank overdrafts, loans and forward currency contracts are secured by means of a charge over 
the assets and undertakings of Vero UK Limited, Camtek Ltd and Vero Software Plc and a multi-lateral guarantee
between Vero UK Ltd, Camtek Ltd and Vero Software Plc.
21. Other creditors
Year ended 31 December
2007 2006
£’000 £’000
Other taxes and social security 450 396
Pension contributions 16 10
Accruals 1,022 1,021
Other creditors 584 546
–––––––– ––––––––
2,072 1,973
–––––––– ––––––––
£565,000 included in other creditors relates to deferred consideration in respect of the acquisitions of 
subsidiary companies.
Annual Report and Accounts 2007
33
78155 NOTES  14/5/08  18:54  Page 33 22. Share capital
Year ended 31 December
2007 2006
£’000 £’000
Authorised
80,000,000 ordinary shares of 0.5 pence each
(2006: 80,000,000 ordinary shares of 0.5 pence each) 400 400
–––––––– ––––––––
Allotted, called up and fully paid
37,261,166 ordinary shares of 0.5 pence each
(2006: 37,261,166 ordinary shares of 0.5 pence each) 186 186
–––––––– ––––––––
All shares carry equal rights in respect of voting, distribution of dividends and the repayment of capital.
23. Share options
Details of employees share options are as follows:
As at 1 As at 31
January Lapsed in December Option Period
2007 year 2007 price exercisable
Approved 44,000 – 44,000 50p 02/04/01 – 01/04/08
Unapproved 900,000 – 900,000 14p 21/10/07 – 20/10/11
EMI Scheme 1,800,000 100,000 1,700,000 14p 22/10/07 – 21/10/11
–––––––––– –––––––––– ––––––––––
Total 2,744,000 100,000 2,644,000 
–––––––––– –––––––––– ––––––––––
The Group uses the Black-Scholes model to value its share options. Expected volatility was determined by calculating
the historical volatility of the Group’s share price over the three years prior to the granting of the options.
The approved share options lapsed during the post balance sheet period without being exercised.
The schemes are summarised on page 13.
Inputs into the Black-Scholes model are as follows:
Weighted average share price 14p
Weighted average exercise price 14p
Expected volatility 33%
Vesting period 3 years
Risk free rate 4.75%
Details of interests in share warrants are as follows:
As at 1 As at 31
January Granted December Option Period
2007 in year 2007 price exercisable
ADR Warrants 366,880 – 366,880 14p 10/01/02 – 09/01/08
–––––––––– –––––––––– ––––––––––
Warrants were issued to Westminster Securities Corporation in connection with a loan and investment agreement with
Hemisphere Capital LLC. The warrants are for 18,344 American Depositary Receipts (“ADR”), (equivalent to 366,880
ordinary shares) at an exercise price of $5.4515.
The warrants lapsed during the post balance sheet period without being exercised.
Vero Software Plc
34
IFRS Notes to the financial statements
continued
78155 NOTES  14/5/08  18:54  Page 34 24. Reserves
Share Translation Other Total Other
options Reserve reserve Reserves
£’000 £’000 £’000 £’000
As at 1 January 2007 71 (142) 10 (61)
Charge for the financial year 35 – – 35
Transfer (106) (49) 2 (153)
–––––––– –––––––– –––––––– ––––––––
As at 31 December 2007 – (191) 12 (179)
–––––––– –––––––– –––––––– ––––––––
The other reserve relates to the Group’s Italian subsidiary undertakings whereby a provision for the maintenance of
capital is required, in accordance with current legislation, provided for at the rate of 5 per cent of net profits per
annum up to a level of 20 per cent of called up share capital.
25. Finance leases
Year ended 31 December
2007 2006
£’000 £’000
Gross finance lease liabilities – minimum lease payments:
No later than one year 82 58
Later than one year and no later than five years 66 63
–––––––– ––––––––
148 121
–––––––– ––––––––
Finance charges on finance leases:
No later than one year 6 6
Later than one year and no later than five years 3 3
–––––––– ––––––––
9 9
–––––––– ––––––––
Present value of finance lease liabilities is as follows:
No later than one year 76 52
Later than one year and no later than five years 63 60
–––––––– ––––––––
139 112
–––––––– ––––––––
26. Operating leases - minimum lease payments
At the balance sheet date, the Group had outstanding commitments for future minimum lease payments under 
non-cancellable operating leases, which fall due as follows:
Year ended 31 December 2007 Year ended 31 December 2006
Properties Other Properties Other
£’000 £’000 £’000 £’000
Within one year 246 79 289 80
In the second to fifth years inclusive 355 61 385 91
After five years 53 – 53 –
–––––––– –––––––– –––––––– ––––––––
654 140 727 171
–––––––– –––––––– –––––––– ––––––––
Annual Report and Accounts 2007
35
78155 NOTES  14/5/08  18:54  Page 35 27. Financial instruments
Year ended 31 December
2007 2006
£’000 £’000
Fair value adjustment of forward contracts 43 2
–––––––– ––––––––
43 2
–––––––– ––––––––
At 31 December 2007 the Group held the following forward exchange contracts:
The purchase of $1,475,000 at rates between 1.9762 and 2.0445 maturing between 24 January 2008 and 
23 July 2008.
The purchase of €460,000 at rates between 1.3802 and 1.47 maturing between 24 January 2008 and 
25 March 08.
The purchase of 40,000,000 yen at rates between 223.66 and 231.23 maturing between 24 January 2008 
and 21 February 2008.
The sale of 50,000,000 yen for euros at a rate of 151.53 maturing on 21 February 2008.
Credit risk
The Group’s credit risk is primarily attributable to its trade receivables. The amounts presented in the balance sheet
are net of allowances for doubtful receivables, estimated by the Group’s management based on prior experience and
their assessment of the current economic environment. Credit risks of new customers must be assessed locally
before entering into contracts. The overall Group debtor exposure is monitored by Group finance and local entities
must report the current exposure on a monthly basis.
The risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with high
credit-ratings assigned by international credit-rating agencies.
The Group has no significant concentration of credit risk, with exposure spread over a large number of customers 
and counterparties. 
Foreign currency risk
Group Companies have their local currency as their functional currency. The Group policy has the objective of
reducing exposure to revaluation of monetary assets and liabilities. Under the policy, material outstanding foreign
currency balances arising from transactions in currencies other than a Company’s functional currency, are hedged by
either currency deposits, borrowings in currency or forward contracts. As a result of the hedging policy, the exposure
to foreign currencies is significantly reduced. The remaining exposure at the balance sheet date, as shown in the table
below, arises principally from the fact that the extent that the balances were hedged was adjusted soon after the year
end close, in response to a high level of trading at the end of December. Monetary assets and liabilities arising on
transactions between the UK and subsidiary undertakings in Europe and the United States are also hedged. At the
year end forward contracts outstanding amounted to £1,478,000 (2006: £1,766,000), which are revalued at the year
end and resulting gains or losses arising were offset against the gains or losses arising on the corresponding
monetary assets and liabilities.
Year ended 31 December
2007 2006
USD Euro Yen USD Euro Yen
holdings holdings holdings holdings holdings holdings
£’000 £’000 £’000 £’000 £’000 £’000
Net foreign currency monetary
assets/(liabilities) 420 – 139 344 (144) 107
–––––––– –––––––– –––––––– –––––––– –––––––– ––––––––
The fair value of the financial instruments is equivalent to the amount stated in the financial statements.
Vero Software Plc
36
IFRS Notes to the financial statements
continued
78155 NOTES  14/5/08  18:54  Page 36 27. Financial instruments – continued
Liquidity risk
Prudent liquidity management implies maintaining sufficient cash locally and the availability of committed credit
facilities. Each Group Company is mainly financed by equity, self-generated cash flows and inter company loans. 
Capital management risk
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern 
in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital
structure to reduce the cost of capital.
Interest rate risk
The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s long term debt
obligations which carry floating interest rates. 
The following table demonstrates the sensitivity to a reasonably possible change in interest rates, with all other
variables held constant, of the Group’s profit before tax through the impact on cash balances and floating rate
borrowings. There is no impact on the Group’s equity.
0.5% increase 0.5% decrease
in interest rates in interest rates
Impact on income statement gain/loss
GBP (8) 8
Euro (3) 3
US Dollar (1) 1
–––––––– ––––––––
(12) 12
–––––––– ––––––––
Financial Liabilities
Fixed and floating rate
financial liabilities
Floating Fixed Non interest Weighted Weighted
rate rate bearing average average
financial financial financial interest period until
Currency Total liabilities liabilities liabilities rate maturity
£’000 £’000 £’000 £’000 % Years
At 31 December 2007
Sterling 4,078 1,745 20 2,313 8 4
US $ 1,078 376 52 650 7 3
Euro 3,354 1,330 – 2,024 4 5
Yen 415–– 415––
–––––––– –––––––– –––––––– ––––––––
Gross financial liabilities 8,925 3,451 72 5,402
–––––––– –––––––– –––––––– ––––––––
At 31 December 2006
Sterling 4,726 2,012 – 2,714 7 5
US $ 992 327 102 563 7 3
Euro 2,605 923 – 1,682 6 4
Yen 323–– 323––
–––––––– –––––––– –––––––– ––––––––
Gross financial liabilities 8,646 3,262 102 5,282
–––––––– –––––––– –––––––– ––––––––
Interest on floating rate liabilities is based on the relevant national inter bank rates.
Non-interest bearing financial liabilities consists of accruals, trade and other creditors and provisions and is expected to
be paid in the following year. The carrying value of financial assets and liabilities is equal to their estimated fair value.
Annual Report and Accounts 2007
37
78155 NOTES  14/5/08  18:54  Page 37 27. Financial instruments – continued
Financial Assets
Non interest
Fixed rate Floating rate bearing
financial financial financial
Total assets assets assets
£’000 £’000 £’000 £’000
As at 31 December 2007
Sterling 1,270 – 151 1,119
US $ 1,751 – 121 1,630
Euro 3,622 – 312 3,310
Yen 844 – 275 569
–––––––– –––––––– –––––––– ––––––––
Gross financial assets 7,487 – 859 6,628
–––––––– –––––––– –––––––– ––––––––
As at 31 December 2006
Sterling 2,854 – 161 2,693
US $ 878 163 28 687
Euro 2,959 – 292 2,667
Yen 872 – – 872
–––––––– –––––––– –––––––– ––––––––
Gross financial assets 7,563 163 481 6,919
–––––––– –––––––– –––––––– ––––––––
Fair value
There is no significant difference between the carrying amounts shown in the balance sheet and the fair values of the
Group’s financial instruments. For current trade and other receivables/payables with a remaining life of less than one
year, the nominal amount is deemed to reflect the fair value.
28. Contingent liabilities
In the event that Vero Software Plc does not pay the deferred consideration relating to the acquisition of Camtek Ltd.
when due, the acquisition agreement provides for an additional payment of £284,250 if the deferred consideration is
not paid within 60 days of the sellers serving a default notice.
29. Notes to cash flow statement
a) Reconciliation of operating profit to net cash inflow from operating activities
Year ended 31 December
2007 2006
£’000 £’000
Operating profit 1,272 976
Adjustments for:
Depreciation & amortisation 546 368
Property impairment charge 57 –
Share based compensation 35 33
Profit on sale of plant, property and equipment (21) (11)
(Decrease)/increase in inventories (3) 1
Increase in trade and other receivables (363) (107)
Increase in trade and other payables 223 115 
––––––––– –––––––––
Cash generated from operations 1,746 1,375
––––––––– –––––––––
Vero Software Plc
38
IFRS Notes to the financial statements
continued
78155 NOTES  14/5/08  18:54  Page 38 29. Notes to cash flow statement – continued
b) Reconciliation of net debt 
As at As at
1 January Cash Exchange Other 31 December
2007 Acquisition Flows Movements Movements 2007
£’000 £’000 £’000 £’000 £’000 £’000
Cash at bank 968 28 (216) 32 – 812
Bank loans and overdrafts (625) – (152) (51) – (828)
Debt due within one year (542) – 546 (8) (588) (592)
Debt due after more than one year (1,983) – (462) (56) 588 (1,913)
Hire purchase and finance leases (112) – 70 – (97) (139)
–––––––– –––––––– –––––––– –––––––– –––––––– ––––––––
(2,294) 28 (214) (83) (97) (2,660)
–––––––– –––––––– –––––––– –––––––– –––––––– ––––––––
During the year the Group entered into hire purchase and finance lease arrangements in respect of assets with a total
capital value at the inception of the lease of £97,000 (2006: £59,000).
30. Acquisitions
a) Camtek North America Inc. 
On 1 June 2007, the Group acquired the assets and liabilities of Camtek North America Inc. based in Atlanta, USA.
An analysis of the consideration paid, fair value of net assets acquired and goodwill arising in relation to the above
acquisition is set out below: 
Book value Adjustment Fair value
£’000 £’000 £’000
Property, plant and equipment 21 – 21
Software licences 6 – 6
Debtors 5 – 5
Deferred revenue – (56) (56)
Customer list – 40 40
–––––––– –––––––– ––––––––
Net assets/(liabilities) 32 (16) 16
–––––––– –––––––– ––––––––
Goodwill 40
––––––––
Cost of acquisition 56
––––––––
Satisfied by: 
Cash 27
Deferred consideration 29
––––––––
Total cost of acquisition 56
––––––––
The deferred consideration is payable over the next 3 years dependent on future profitable growth and will be settled
in cash.
Goodwill includes intangible assets which are not capable of being individually identified and separately recognised,
including work force skills and industry specific knowledge.
The effect of the acquisition on the income statement is an increase in revenue of £195,000 and increase in operating
profit of £4,000 covering the period 1 June 2007 to 31 December 2007.
Annual Report and Accounts 2007
39
78155 NOTES  14/5/08  18:54  Page 39 30. Acquisitions – continued
b) Visi US Inc.
On 1 June 2007, the Group acquired the entire share capital of Visi US Inc. based in California and New 
Hampshire, USA.
An analysis of the consideration paid, fair value of net assets acquired and goodwill arising in relation to the above
acquisition is set out below: 
Book value Adjustment Fair value
£’000 £’000 £’000
Property, plant and equipment 3 – 3
Debtors 38 26 64
Cash at bank and in hand 28 – 28
Creditors (257) 252 (5)
Amounts due to Group undertakings – (252) (252)
Deferred revenue – (41) (41)
–––––––– –––––––– ––––––––
Net liabilities (188) (15) (203)
–––––––– –––––––– ––––––––
Goodwill 203
––––––––
Cost of acquisition –
––––––––
The cash consideration paid was $1. The loan agreement between Visi US Inc and the Group included a convertible
debenture clause and accordingly the loan has been re-classified as an inter-company balance.
Goodwill includes intangible assets which are not capable of being individually identified and separately recognised,
including work force skills and industry specific knowledge.
Visi US Inc. made a profit after tax of £31,000 for the year ended 31 December 2007.
The effect of the acquisition on the income statement is an increase in revenue of £158,000 and increase in operating
profit of £84,000 covering the period 1 June 2007 to 31 December 2007.
The net inflow of cash arising from the above acquisitions is as follows:
Total cost of acquisitions £’000
Total cost of acquisitions 56
Costs and consideration accrued at 31 December 2007 (29)
––––––––
Cash paid 27
Less cash acquired (28)
––––––––
Net cash inflow in year 1
––––––––
Vero Software Plc
40
IFRS Notes to the financial statements
continued
78155 NOTES  14/5/08  18:54  Page 40 We have audited the parent Company financial statements of Vero Software Plc for the year ended 31 December 2007
which are set out on pages 42 to 46. These parent Company financial statements have been prepared under the
accounting policies set out therein. 
We have reported separately on the Group financial statements of Vero Software Plc for the year ended 31 December 2007. 
This report is made solely to the Company’s members, as a body, in accordance with Section 235 of the Companies Act
1985. Our audit work has been undertaken so that we might state to the Company’s members those matters we are
required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit
work, for this report, or for the opinions we have formed. 
Respective responsibilities of directors and auditors 
The directors’ responsibilities for preparing the Annual Report and the parent Company financial statements in accordance
with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice)
are set out in the Statement of Directors’ Responsibilities. 
Our responsibility is to audit the parent Company financial statements in accordance with relevant legal and regulatory
requirements and International Standards on Auditing (UK and Ireland). 
We report to you our opinion as to whether the parent Company financial statements give a true and fair view and 
whether the parent Company financial statements have been properly prepared in accordance with the Companies Act
1985. We also report to you whether in our opinion the information given in the Directors’ Report is consistent with the
financial statements. The information given in the Directors’ Report includes that specific information presented in the
Business Review that is cross referred from the Business Review section of the Directors’ Report. 
In addition we report to you if, in our opinion, the Company has not kept proper accounting records, if we have not
received all the information and explanations we require for our audit, or if information specified by law regarding directors’
remuneration and other transactions is not disclosed. 
We read other information contained in the Annual Report and consider whether it is consistent with the audited parent
Company financial statements. The other information comprises the Directors’ Report, the Chairman’s Statement, and 
the Business Review. We consider the implications for our report if we become aware of any apparent misstatements 
or material inconsistencies with the parent Company financial statements. Our responsibilities do not extend to any 
other information. 
Basis of audit opinion 
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing
Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in 
the parent Company financial statements. It also includes an assessment of the significant estimates and judgements made
by the directors in the preparation of the parent Company financial statements, and of whether the accounting policies are
appropriate to the Company’s circumstances, consistently applied and adequately disclosed. 
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary 
in order to provide us with sufficient evidence to give reasonable assurance that the parent Company financial statements
are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also
evaluated the overall adequacy of the presentation of information in the financial statements. 
Opinion 
In our opinion: 
● the parent Company financial statements give a true and fair view, in accordance with United Kingdom Generally
Accepted Accounting Practice, of the state of the Company’s affairs as at 31 December 2007; 
● the parent Company financial statements have been properly prepared in accordance with the Companies Act 1985;
and 
● the information given in the Directors’ Report is consistent with the parent Company financial statements. 
Moore Stephens LLP 
Registered Auditors Chartered Accountants 
St Paul’s House, 
London EC4M 7BP
Annual Report and Accounts 2007
41
Independent Auditor’s Report to the Shareholders 
of Vero Software Plc
20 May 2008 
78155 NOTES  14/5/08  18:54  Page 41 Year ended 31 December
2007 2006
Note £’000 £’000
Fixed assets:
Investments C 5,250 5,224
–––––––– ––––––––
Current assets:
Debtors D 57 648
Cash at bank and in hand 2 10
–––––––– ––––––––
59 658
Creditors: amounts falling due within one year E (1,085) (1,133)
–––––––– ––––––––
Net current liabilities (1,026) (475)
–––––––– ––––––––
Total assets less current liabilities 4,224 4,479
Creditors: amounts falling due after more than one year F (1,859) (2,251)
–––––––– ––––––––
2,365 2,498
–––––––– ––––––––
Capital and reserves
Called up share capital G 186 186
Share premium account H 5,860 5,860
Share based compensation H – 71
Retained earnings H (3,681) (3,619)
–––––––– ––––––––
Equity shareholders’ funds 2,365 2,498
–––––––– ––––––––
There were no recognised gains or losses for the year other than those included in the profit and loss account.
Approved by the Board of Directors on 2 April 2008 and signed on its behalf by
Don Babbs
Chief Executive
2 April 2008
Vero Software Plc
42
Company balance sheet
78155 NOTES  14/5/08  18:54  Page 42 A. Accounting policies
Basis of preparation
The financial statements have been prepared under the historical cost convention with the exception of the revaluation
of forward currency contracts, on the going concern basis and in accordance with applicable accounting standards in
the United Kingdom (UK GAAP).
Investments
Investments are included at cost less any provision for permanent diminution in value.
Deferred taxation
Deferred tax is provided in full on timing differences which result in an obligation at the balance sheet date to pay
more tax, or a right to pay less tax, at a future date, at rates expected to apply when they crystallise based on 
current tax rates and law. Timing differences arise from the inclusion of items of income and expenditure in taxation
computations in periods different from those in which they are included in the financial statements. Deferred tax 
is not provided on un-remitted earnings of subsidiaries where there is no commitment to remit those earnings.
Deferred tax assets are recognised to the extent that it is regarded as more likely than not that they will be recovered.
Deferred tax assets and liabilities are not discounted. Deferred tax is not recognised where it is not material.
Share based payments
The fair value of employee share plans is calculated using a Black Scholes model. In accordance with FRS 20 
“Share based payment” the resulting cost is charged to the profit and loss account over the vesting periods of 
the plan. The value of the charge is adjusted to reflect the expected and actual levels of options vesting.
Foreign currency
Transactions in foreign currency are included in the accounts at the rate of exchange ruling at the time of the
transaction. Assets and liabilities expressed in foreign currency are translated at the rates ruling at the balance 
sheet date and any differences on translation are dealt with in the profit and loss account.
Cash Flow Statement
The Company has taken advantage of the exemption in FRS1 “Cash flow statements” which provides that where 
a company is a member of a group and a consolidated cash flow statement is published, the Company does not
have to prepare a cash flow statement.
Related party transactions
The Company has taken advantage of the exemption available under FRS 8 “Related Party Disclosures” not to
disclose transactions between Group companies. 
B. Profit for the financial year
As permitted by s230 of the Companies Act 1985 the Company has elected not to present its own profit and loss
account for the year. The Company reported a loss for the financial year ended 31 December 2007 of £168,000
(2006: £261,000).
Annual Report and Accounts 2007
43
UK GAAP Notes to the financial statements
78155 NOTES  14/5/08  18:54  Page 43 C. Investments
Vero Software plc has the following subsidiary undertakings, all of which are engaged in the development, marketing
and distribution of the Group’s products:-
Proportion of share Country of
capital held incorporation
%
Vero Italia S.p.A. 100 Italy
Vero UK Limited 100 United Kingdom
Vero US Inc. 100 USA
#Vero Canada Inc. 100 Canada
Vero Japan KK 100 Japan
#Smirtware Inc. 100 USA
Plastics and Computer International Srl 100 Italy
Camtek Ltd 100 United Kingdom
#Visi US Inc. 100 USA
#Investment held by Vero US Inc.
The movement in investments was as follows:
Year ended 31 December
2007 2006
£’000 £’000
At 1 January 5,224 1,838
Additions in the year 26 3,386
–––––––– ––––––––
At 31 December 5,250 5,224
–––––––– ––––––––
D. Debtors
Year ended 31 December
2007 2006
£’000 £’000
Amounts due from Group undertakings – 574
Prepayments and accrued income 57 74
–––––––– ––––––––
57 648
–––––––– ––––––––
A deferred tax asset of £320,000 in respect of trading losses carried forward has not been recognised on the basis
that it is not certain that the Company will have sufficient profits in the future against which the losses may be set off.
Vero Software Plc
44
UK GAAP Notes to the financial statements
continued
78155 NOTES  14/5/08  18:54  Page 44 E. Creditors: amounts falling due within one year
Year ended 31 December
2007 2006
£’000 £’000
Bank loans 461 462
Trade creditors 54 101
Other creditors 505 486
Accruals 65 84
–––––––– ––––––––
1,085 1,133
–––––––– ––––––––
Other creditors relate to deferred consideration in respect of the acquisitions of Camtek Ltd and Plastics and
Computer International Srl and represent the instalments due in 2008.
F . Creditors: amounts falling due after more than one year
Year ended 31 December
2007 2006
£’000 £’000
Bank loans 1,301 1,765
Amounts due to Group undertakings 558 –
Other creditors – 486
–––––––– ––––––––
1,859 2,251
–––––––– ––––––––
Year ended 31 December
2007 2006
£’000 £’000
Bank loans:
One to two years 460 462
Two to five years 841 1,303
–––––––– ––––––––
1,301 1,765
–––––––– ––––––––
The bank loans are repayable by quarterly instalments over 5 years. They carry interest at 2% over LIBOR and are
secured on the assets of the Company and two of its subsidiary companies. Bank loans of £242,000 ($480,000) 
are repayable in US dollars. 
G. Share capital
Year ended 31 December
2007 2006
£’000 £’000
Authorised
80,000,000 ordinary shares of 0.5 pence each
(2006: 80,000,000 ordinary shares of 0.5 pence each) 400 400
–––––––– ––––––––
Allotted, called up and fully paid
37,261,166 ordinary shares of 0.5 pence each
(200 : 37,261,166 ordinary shares of 0.5 pence each) 186 186
–––––––– ––––––––
Annual Report and Accounts 2007
45
6
78155 NOTES  14/5/08  18:54  Page 45 H. Reserves
Share Share based Retained
premium compensation earnings
£’000 £’000 £’000
As at 1 January 2007 5,860 71 (3,619)
Loss for the financial year – – (168)
Charge for the financial year – 35 –
Transfer to profit and loss – (106) 106
–––––––– –––––––– ––––––––
As at 31 December 2007 5,860 – (3,681)
–––––––– –––––––– ––––––––
I. Contingent liabilities
In the event that the Company does not pay the deferred consideration relating to the acquisition of Camtek Ltd 
when due, the acquisition agreement provides for an additional payment of £284,250 if the deferred consideration 
is not paid within 60 days of the sellers serving a default notice.
In addition the Company is party to a multi-lateral guarantee given to its bank with two of its subsidiary companies.
The total amount due to the bank as at 31 December 2007 was £2,042,000 (2006: £2,313,000). 
J. Capital commitments
As at 31 December 2007, the directors had not authorised or contracted for any capital commitments (2006: nil).
Vero Software Plc
46
UK GAAP Notes to the financial statements
continued
78155 NOTES  14/5/08  18:54  Page 46 NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING of Vero Software Plc will be held at The Mill,
Brimscombe Port, Stroud, Gloucestershire GL5 2QG on 12 June 2008 at 11:00 a.m. to consider and, if thought fit, to pass,
the following resolutions:
Ordinary Resolutions
1. That the Company’s financial statements for the year ended 31 December 2007, together with the accompanying
directors’ and auditor’s reports, be and are hereby received and adopted.
2. That Richard Youhill, who retires in accordance with Article 72, being eligible, be re-elected as an executive director of
the Company.
3. That Donald Babbs, who retires in accordance with Article 72, being eligible, be re-elected as an executive director of
the Company.
4. That Moore Stephens LLP be re-appointed as auditors to the Company and that the directors be authorised to fix
their remuneration. 
5. That the directors be generally and unconditionally authorised in accordance with Section 80 of the Companies Act
1985 (“the Act”) to exercise all the powers of the Company to allot relevant securities (within the meaning of Section
80(2) of the Act) up to an aggregate nominal amount of £62,000. This authority shall expire unless renewed or
otherwise varied by the Company in general meeting at the conclusion of the next Annual General Meeting or, if
earlier, on the date fifteen months following the passing of this Resolution, save that before such expiry, the Company
may make any offer or agreement which would or might require relevant securities to be allotted after such expiry.
Notwithstanding such expiry, the directors may allot relevant securities in pursuance of any such offer or agreement.
By the passing of this Resolution, all unexercised authorities previously granted to the directors to allot relevant
securities be and are hereby revoked.
Special Resolutions
6. That, subject to the passing of Resolution 5 the directors be generally empowered in accordance with Section 95 of
the Companies Act 1985 (“the Act”) to allot equity securities (as defined in Sections 94(2) and 94(3)(A) of the Act)
of the Company for cash pursuant to the general authority conferred by Resolution 5 above or otherwise as if
Section 89(1) of the Act did not apply to any such allotment, provided that this power shall be limited to:-
(i) the allotment of equity securities in connection with an offer of securities open for acceptance for a period fixed
by the directors, to the holders of ordinary shares on the register on any fixed record date in proportion to their
holdings of ordinary shares, but subject to such exclusions or other arrangements as the directors may deem
necessary or expedient to deal with fractional entitlements or legal or practical problems arising under the laws
of, or the requirements of any regulatory body or any stock exchange in, any territory; and
(ii) the allotment of equity securities (otherwise than pursuant to (i) above) up to an aggregate nominal amount
of £10,000,
and unless renewed or otherwise varied by the Company in general meeting this power shall expire at such time as
the general authority conferred on the directors by Resolution 5 above expires, provided that, before the expiry of this
power, the Company may make an offer or agreement which would or might require equity securities to be allotted
after such expiry and, notwithstanding such expiry, the directors may allot equity securities in pursuance of any such
offer or agreement.
Annual Report and Accounts 2007
47
Notice of Annual General Meeting
78155 NOTES  14/5/08  18:54  Page 47 7. That the Articles of Association of the Company be amended by inserting the following provision as a new
Article 114A: 
“For the purposes of section 175 of the Companies Act 2006 (the “2006 Act”), the directors may authorise any matter
or situation referred to in that section provided that the matter is proposed to and authorised by them at a meeting of
the board of directors and that such authorisation is effective only if the requirements of section 175(6) of the 2006
Act are complied with.”
8. That the amount standing to the credit of the share premium account of the Company be reduced by £4,000,000
from £5,860,000 to £1,860,000.
Dated 20 May 2008
Registered Office: By Order of the Board
The Mill
Brimscombe Port
Stroud J. Randall
Gloucestershire Secretary
GL5 2QG
Notes:
1. Any member entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to exercise all
or any of his rights to attend and to speak and vote at the meeting. Where more than one proxy is appointed, each
proxy may only be appointed to exercise the rights attached to a different share or shares held by the member. To
appoint more than one proxy, please return the proxy form with a list of proxies and the number of shares in respect
of which each is appointed attached to it. 
2. A proxy need not be a member of the Company. Completion of a form of proxy will not preclude a member from
attending and voting at the meeting in person should he decide to do so.
3. A form of proxy is enclosed. Any form of proxy and power of attorney or other authority under which it is signed, or a
notarially certified or office copy of such power or authority, in order to be valid, must reach the Company at The Mill,
Brimscombe Port, Stroud, Gloucestershire, GL5 2QG, not less than 48 hours before the time of the meeting. 
4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, only holders of shares in the capital of
the Company at 11:00 am on 10 June 2008 or 48 hours before any adjourned meeting are entitled to attend and
vote at the meeting or any adjourned meeting. Changes to entries on the relevant register of securities after such
times shall be disregarded in determining the rights of any person to attend and vote at the meeting.
Vero Software Plc
48
Notice of Annual General Meeting
78155 NOTES  14/5/08  18:54  Page 48 Explanation of Resolutions proposed at the Annual General Meeting
Re-election of directors
Resolution 2 
In accordance with Article 72 of the Company’s Articles of Association Richard Youhill retires by rotation, and being eligible,
offers himself for re-election at the AGM.  
Resolution 3
In accordance with Article 72 of the Company’s Articles of Association Donald Babbs retires by rotation, and being eligible,
offers himself for re-election at the AGM.  
Share capital resolutions
Resolution 5 - renewal of and extension of authority to allot shares
Resolution 5 will be proposed as an ordinary resolution to give the directors a general authority, in accordance with
Section 80 of the Companies Act 1985, to allot 12,400,000 ordinary shares (being ordinary shares of a nominal value of
£62,000) in the Company equivalent to 33.3% of the current issued share capital. This is in compliance with the Association
of British Insurers’ guidelines. The Company has made use of such authorities in the past for the purpose of acquisitions
and this would provide the flexibility needed for similar acquisition opportunities in the future. This authority replaces the
authority given to the directors on 13 June 2007. 
Resolution 6 - renewal and extension of authority to disapply statutory pre-emption rights
Resolution 6 will be proposed as a special resolution to authorise the directors to allot equity securities for cash (otherwise
than pro rata to existing shareholders) in connection with an offer by way of rights which does not strictly comply with
Section 89 of the Companies Act 1985 or otherwise up to a maximum aggregate nominal value of £10,000 (representing
5.4% per cent of the ordinary share capital of the Company presently in issue). Under the Association of British Insurers’
guidelines, such authority would not normally exceed 5% of the Company's issued share capital. As in resolution 5, the
additional authority provides flexibility to act on opportunities for acquisitions or investments, which may arise.
Articles of Association
Resolution 7
Under the Companies Act 2006, from 1 October 2008 a director must avoid a situation where he has, or can have, a direct
or indirect interest that conflicts, or possibly may conflict with the company’s interests. The requirement is very broad and
could apply, for example, if a director becomes a director of another company or a trustee of another organisation. The Act
allows directors of public companies to authorise conflicts and potential conflicts, where appropriate, where a company’s
Articles of Association contain a provision to this effect. Resolution 7 gives the directors authority to approve such
situations. Only directors who have no interest in the matter being considered will be able to take the relevant decision.
At the present time the board are not aware of any circumstances which may give rise to a conflict or potential conflict
of interest. 
Reduction of share premium account
Resolution 8
This Resolution relates to the reduction of share premium account by £4,000,000, further details of which are given in the
accompanying Chairman’s Letter.
Biographical details of Directors seeking election and recommended for election at the Annual General Meeting
to be held on 12 June 2008:
Richard Youhill
Appointed Sales Director on 5 March 2001. He joined the Group as UK Sales Manager in 1993 and has held the position of
Group Sales Manager for the last 2 years. Prior to joining the company, he was Sales Manager for a UK based supplier of
CAD/CAM software and has over 14 years of UK and international experience in the sales & marketing of CAD/CAM
software. Age 44.
Donald Babbs
Chief Executive Officer of the Company since 1988. He started his career as a sales engineer for the British Aerospace
Concorde sales team. He joined British Olivetti in 1980 where he became Software Manager (CAD/CAM) and ultimately
Marketing Manager (CAD/CAM). He took on responsibility for corporate marketing of engineering workstations and
CAD/CAM software for Olivetti in Italy before establishing the Vero International Software Srl in 1988. Age 56.
Annual Report and Accounts 2007
49
78155 NOTES  14/5/08  18:54  Page 49 Vero Software Plc
50
Shareholder Notes
continued
78155 NOTES  14/5/08  18:54  Page 50 For use by a holder of ordinary shares at the Annual General Meeting of the Company to be held at The Mill,
Brimscombe Port, Stroud, Gloucestershire GL5 2QG on 12 June 2008 or at any adjournment thereof.
IN BLOCK CAPITALS PLEASE
I/We, .......................................................................................................................................................................................
................................................................................................................................................................................................
of, ...........................................................................................................................................................................................
................................................................................................................................................................................................
being (a) holder(s) of ordinary shares of 0.5pence each in the capital of the Company HEREBY APPOINT the chairman of
the meeting (see Note 2) or
................................................................................................................................................................................................
to be my/our proxy to vote for me/us on my/our behalf in respect of my/our ordinary shares at the Annual General Meeting
of the Company to be held on 12 June 2008 and at any adjournment thereof.
I/We direct that my/our votes be cast on the resolutions set out in the Notice convening such Annual General Meeting as
indicated by an X in the appropriate box below (see Note 3).
Signature(s) (see Note 6)..........................................................................................................................................................
................................................................................................................................................................................................
Dated this .............................................................................. day of ............................................................................ 2008
Ordinary Resolutions: For Against
1. To receive and adopt the directors’ report and the financial statements for the 
year ended 31 December 2007.
2. To re-appoint Richard Youhill as an executive director.
3. To re-appoint Donald Babbs as an executive director.
4. To re appoint Moore Stephens LLP as auditors and to fix their remuneration.
5. To authorise the directors to allot relevant securities within the meaning of Section 80
of the Companies Act 1985.
Special Resolutions:
6. To authorise the directors to allot equity securities within the meaning of Section 95
of the Companies Act 1985.
7. To amend the Articles of Association of the Company. 
8. To reduce the share premium account of the Company.
Notes:
1. If you are a member of the Company entitled to attend the Annual General Meeting, you may appoint a proxy to exercise all or any of your rights to attend,
speak and vote at the meeting. You can only appoint a proxy using this form. The proxy need not be a member of the Company, but must attend the
2. You may appoint a person other than the chairman of the meeting as your proxy by entering the name and address of the person you wish to appoint in
the space provided and deleting the words "the chairman of the meeting or". Failure to delete the chairman's title from this form, notwithstanding the
insertion of the name(s) and address(es) of a proxy or proxies in the space provided, will mean that the chairman will be entitled to act as your proxy to the
exclusion of those names which follow. A proxy need not be a member of the Company.  The chairman of the meeting will act as your proxy if no other
name is inserted. If you wish your proxy to speak on your behalf at the meeting, you will need to appoint your own choice of proxy (not the chairman) and
give your instructions directly to the proxy. 
3. You may indicate how the proxy is to vote by placing an X in the appropriate box opposite the resolutions. 
4. If no indication is given, the proxy will vote or abstain at his discretion on the resolution and on any other business (including amendments to resolutions)
which comes before the meeting.
5. This form of proxy duly completed must, in order to be valid for use at the meeting, be deposited together with the power of attorney or other authority (if
any) under which it is signed or a notarially certified copy thereof, at the Company’s address, Vero Software Plc, The Mill, Brimscombe Port, Stroud,
Gloucestershire, GL5 2QG, not less than 48 hours before the time of the Meeting at which the person(s) named above as proxy proposes to vote.
Completion and return of this proxy form will not preclude you from attending the Meeting and voting in person.
6. A orporation may execute this form either under seal or under the hand of an officer duly authorised. 
7. In the case of joint holders of shares, any one of such holders may vote but, if two or more joint holders are present in person or by proxy, the vote of the
senior will be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority will be determined by the order in which the
names stand in the register.
8. A member may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more
than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please return this form in an envelope to the address in note
5 with a list of proxies and the number of shares for which each is appointed attached to it.
51
Form of Proxy – Vero Software Plc
meeting to represent you.
c
78155 NOTES  14/5/08  18:54  Page 51 BUSINESS REPLY SERVICE
Licence No. NAT18173
2 2
SECOND FOLD
THIRD FOLD
FIRST FOLD
Vero Software Plc
The Mill
Brimscombe Port
STROUD
Gloucestershire
GL5 2QG
78155 NOTES  16/5/08  12:38  Page 52 78155 CV  14/5/08  18:45  Page 4 Vero Software Plc
The Mill
Brimscombe Port
Stroud
Gloucestershire
United Kingdom
GL5 2QG
tel. +44 (0) 1453 732900
fax. +44 (0) 1453 887444
email. info@vero.co.uk
web. www.vero-software.com
78155 CV  16/5/08  14:40  Page 1