annual report 2004 
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:36 AM  Page 1 The year in review 01
At a Glance 02
Products 04
Chairman’s Statement 06
Chief Executive’s Review 08
Divisional Reports
Photographic 10
Broadcast Systems 12
Broadcast Services 14
Financial Review 16
Board of Directors 18
Directors’ Report 19
Remuneration Report 22
Corporate Social Responsibility Report 29
Corporate Governance 33
Independent Auditors’ Report 39
Accounts 2004
Consolidated Profit and Loss Account 40
Balance Sheets 41
Consolidated Statement of Total Recognised Gains and Losses 42
Reconciliation of Movements in Shareholders’ Funds 42
Consolidated Cash Flow Statement 43
Notes to the Accounts 44
Five Year Financial Summary 71
Shareholder Information and Financial Calendar 72
Group Directory IBC
The year saw strong turnover growth as a result of a
number of new products being introduced into growing
markets.  Photographic continues to benefit from an
increase in demand for digital SLR cameras, whilst the
Broadcast market is slowly improving.
We start 2005 in a much stronger position than at the
same time last year, with higher order books and rising
volumes. Going forward, Vitec remains exposed to
fluctuations in the US dollar, but, as a result of
restructuring actions taken in recent years, the Group
is now in better shape. Overall the Board views the
outlook for 2005 with cautious optimism.
American Photo
Magazine Editor’s
Choice Award 2004
for Kata Rucksack 
and Kata Elements
Raincover (products
distributed by 
Bogen Imaging)
Hot 1 Professional
Photography Award
2004 for Manfrotto’s
322RC2 Grip Action
Ballhead and 
Elinchrom Style 
600RX (products 
distributed by 
Bogen Imaging)
Best Product Award 
for Clear-Com’s 
Eclipse at the 
BIRTV2004 show 
in Beijing
The prestigious 2004
Mario Award at NAB
for Vinten’s Vector 900
TV Technology
Europe’s Star Award at
IBC for Anton/Bauer’s
Dionic 160
Cover picture: Anton/Bauer’s Stasis combines a shoulder mounted balance
system with a mounting for powerpacks for lightweight cameras.
Contents
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:36 AM  Page 2 • Strong sales growth; 18% in constant currency, 8.8% in £ sterling terms
• Profit before tax, exceptional items, goodwill amortisation and impairment
increased by 30% in constant currency, 0.6% in £ sterling terms
• Two businesses acquired during the year, both fully integrated
• Continued strong cash generation
• Enhanced financing arrangements in place
• Recommended final dividend of 8.9p per share, making a total of 15p
per share, in line with expectations. 
Turnover £m
04 185.4
03 192.8
02 182.2
01 190.4
00 200.0
Operating profit* £m
04 17.8
03 17.8
02 24.7
01 30.6
00 40.1
*   before exceptional items, goodwill amortisation and impairment.
**  2001 restated for FRS 19 ‘Deferred Tax Standard’.
Headline earnings per share* pence
04 22.9
03 23.9
02 34.1
01 42.9**
00 62.8
Dividends per share pence
04 15.0
03 22.7
02 22.7
01 22.7
00 21.2
‘Consolidate’ and ‘Leverage’ is moving to ‘Grow’
Manfrotto products are trusted by professional photographers and filmmakers to stand up to the most demanding situations.
That’s why you’ll see their gear used in some extraordinary places, from the Space Shuttle to the bottom of the sea.
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:36 AM  Page 3 The Vitec Group
02
At a Glance
The Vitec Group supplies a wide range of equipment and services
to the broadcasting, entertainment and photographic industries.
With products distributed in nearly 100 countries, over 94% of
sales are outside of the UK, with over 50% in the Americas.
Photographic Broadcast Systems Broadcast Services
Design and manufacture of 
photographic and video camera
supports, as well as lighting, 
support and suspension 
equipment, for professional 
photography, video, broadcast and
cinematography. Distribution of
photographic, video and cine 
related equipment and 
accessories.
Activities Brands
Design and manufacture of high
quality equipment used principally
by broadcast and live 
entertainment professionals.
Focused on studio broadcast, 
outside broadcast, electronic news
gathering (ENG) and electronic
film production (EFP) markets with 
applications in the air traffic 
control and government markets.
Rental services and selected sales
of camera, video, wireless 
communication and audio 
equipment, including engineering
support for the film and TV 
programme production markets.
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:36 AM  Page 4 Annual Report 2004
03
Products Locations
Photographic, video heads and
tripods. Lighting stands, grips,
clamps and accessories. Lighting
and scenery suspension 
equipment. Photographic 
accessories. Live entertainment
and exhibition lighting suspension
structures.
France
Germany
Hong Kong
Italy
USA
China
Costa Rica
France
Germany
Japan
The Netherlands
Singapore
UK
USA
USA
Manual pedestals, tripods and
heads for TV, ENG and EFP 
applications. Remote-controlled
camera systems. Studio and
portable lighting. Scenery hoists
and pantographs. 
Microprocessor-controlled 
batteries and chargers for video
cameras. Portable power systems
for life support devices. 
Multi locational intercom systems.
Party line intercom systems.
Wireless intercom systems.
Wireless microphones.
Rental of broadcast video 
equipment. Rental of audio 
equipment. Rental of high 
definition TV production support.
Provision of support for major
event broadcasting and 
webcasting. Sales of 
communications, audio equipment
and used video equipment.
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:36 AM  Page 5 Products
Photographic Broadcast Systems Broadcast Services
The Vitec Group
04
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:36 AM  Page 6 Annual Report 2004
05
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:36 AM  Page 7 Chairman’s Statement
Profit before exceptional items, goodwill
amortisation and impairment, grew 30% in
constant currency terms due to the volume
increases and the benefits of the plant closure
programme and other cost control measures.
06
The Vitec Group
Having joined the Board of Vitec in June, I succeeded Alison
Carnwath as Chairman in November. Alison retired from the
Board at the end of the year after almost nine years service and
we thank her for her contribution to the development of the
Group. The initiatives taken under Alison’s stewardship are
bearing fruit and I look forward to building on them.
I have visited many of the Group’s facilities, met key staff and
have been impressed by the skill and effort they are bringing to
tackling the issues which face the Group. I would like to take the
opportunity of thanking all our employees for their contribution
to the many changes and improvements they have made - the
underlying progress of the business is beginning to show
through.
The Board has conducted a review of Group strategy with the
Company’s new advisers and we are confident that the business
is on the right path to generate value for all shareholders. 
The results for 2004 are encouraging in terms of organic growth
from new product development and from improving markets.
We are also benefiting from the reorganisation initiatives that
have involved plant closures and significant structural change,
combined with improved financial control. As a result, revenues
from continuing operations grew 18% in constant currency
terms and profit before tax, exceptional items, goodwill
amortisation and impairment grew 30% in constant currency. 
Earnings per share, before exceptional items, goodwill
amortisation and impairment, were 22.9p (2003: 23.9p). As
announced at the half year, we continue to experience a high
underlying tax rate as all of the Group’s profits were earned
outside the UK. Nevertheless, tax payments in the year were
very low as the Group benefited from a significant tax credit
arising from the sale of the ALU business. The lowering of the
Group’s effective tax rate continues to be a priority.
Cash generation continued to be strong, with net cash inflow
from operating activities of £22.5 million (2003: £28.7 million).
Working capital increased as a result of the sales growth, but
stock and debtor ratios continued to improve.
Acquisition activity
To supplement the organic growth, two small businesses were
acquired in the year. As previously reported, our Photographic
Division strengthened its in-house distribution activities with the
acquisition of Multiblitz, its long-standing distributor in Germany,
in January 2004 for £1.4 million. Multiblitz is now integrated
and operates as part of Bogen Imaging. In March 2004 we
acquired the US assets of Charter Broadcast, a competitor in
the rental arena, for a nominal sum which, with transaction
costs, brought the total acquisition cost to £0.1 million. That
business was immediately integrated into our US network of
depots. Both acquisitions are performing well. We continue to
look for further acquisitions that will strengthen our existing
position or open up new avenues for growth in related areas.
Funding
On 25 January 2005 the Group agreed a new, enhanced loan
facility, which has a term of five years. The new facility, which is
for an increased amount of £100 million, compared to £55
million previously, is for Group companies’ current requirements
and for funding any potential future corporate activity.
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:36 AM  Page 8 07
Annual Report 2004
2004 dividend
In line with the policy outlined in March last year, which stated
that over a period of two to three years we would move towards
an average dividend cover level of around two times, the Board
is recommending a final dividend of 8.9p, giving a total dividend
for the year of 15p per share. Since last year, when our new
dividend policy was announced, foreign exchange has
weakened against us. However, subject to no further significant
weakening in the US dollar, it is our current intention to maintain
the current level of dividend per share for 2005 and to seek to
return to a dividend cover in line with our stated policy over the
next two to three years.
Outlook for 2005
We ended 2004 with the factory and structural reorganisations
substantially behind us. The benefits flowing from these, which
will continue to be delivered in 2005, have allowed higher
spending on R&D and marketing in particular, which in turn has
resulted in much stronger product ranges.
We started 2005 in a much stronger position than at the same
time last year, with higher order books and rising volumes.
Going forward, Vitec remains exposed to fluctuations in the US
dollar but, as a result of restructuring actions taken over recent
years, the Group is now in better shape. Overall the Board views
the outlook for 2005 with cautious optimism.
Michael Harper
Photo: Fabio Ventura, official photographer of the “K2 2004 - 50 Anni Dopo” expedition using a
Gitzo G1228LVL levelling tripod and a G1278M quick release centre ball head. www.macromicro.it.
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:37 AM  Page 9 08
Chief Executive’s Review
The Vitec Group
2004 saw real progress in growing the business. For almost
three years we have been operating the ‘Consolidate-Leverage-
Grow’ strategy. 2002 and the first half of 2003 saw multiple
plant and facility closures at a time of static sales, while in the
second half of 2003 we began to see growth returning. In 2004
we delivered both operational improvements and significant
revenue growth, most of it organic, due to the multiple new
products and services that we have launched. While we expect
to see further benefits from the consolidation actions already
announced and implemented, the emphasis on delivery is
moving from ‘Consolidate’ and ‘Leverage’, to ‘Grow’.
Results
2004 saw revenues from continuing operations grow 18% in
constant currency terms, including a 4% contribution from
acquisitions. Profit before tax, exceptional items, goodwill
amortisation and impairment, grew 30% in constant currency
terms due to the volume increases and the benefits of the plant
closure programme and other cost control measures, despite
increases in UK pension costs.                                                 
Foreign currency is a major factor in the performance of a
worldwide business such as Vitec, and the fall in the US dollar,
particularly against the euro, continued to have a significant
effect, even after the hedging we have in place. 
In £ sterling terms the sales growth was still strong at 8.8%
(from £170.4 million to £185.4 million), while operating profit
before exceptional items, goodwill amortisation and impairment,
was £17.8 million (£17.8 million in 2003), after reflecting
adverse transactional and translational impacts of some £4.8
million.
After a slightly lower interest charge, profit before tax before
exceptional items, goodwill amortisation and impairment was
£16.2 million (£16.1 million in 2003). There was a net operating
exceptional charge of £2.1 million relating principally to the
previously announced restructuring of the commercial
operations within Broadcast Systems. 
Revenue Growth
The growth in revenue coming from a combination of new
products and market growth. In order to stimulate product sales
we have, in the last two years, launched new intercoms systems,
new studio camera pedestal and head products, new battery
systems, new photographic tripods, and new lighting truss
systems. Every brand has reinvigorated its product portfolio and
some have replaced their range completely. We continue to win
meaningful awards for these new products at trade shows and
in trade magazines, which is an encouraging indicator of future
prospects. Many of these new products are being patented
which, together with an ongoing R&D spend of roughly 5% of
non-rental sales, reinforces our market-leading positions. We
believe continued innovation is critical to Vitec’s future.
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:37 AM  Page 10 09
Annual Report 2004
With sales growth in constant
currency of 18%, the emphasis
on delivery is moving from
‘Consolidate’ and ‘Leverage’
to ‘Grow’.
The market for our photographic accessories continues to
expand, driven by the uptake of digital cameras, which is
particularly strong in the ‘35mm SLR’ segment, where we have
targeted products for the keen amateur. In our broadcast
market, many of the major networks have moved rapidly into
making programmes in ‘High Definition’ (HD), a digital format
that greatly enhances the clarity of video images, which is
particularly useful for sports coverage. The US rentals market is
reviving somewhat and our Broadcast Services Division has
developed greater capacity for HD productions in response. It
has also been active in coming forward with new service
offerings: in particular for complex ‘Reality TV’ shows. We also
generated growth by entering new markets, in particular Air
Traffic Control, where we have installed several large intercom
systems.
2004 also saw some major external and internal events that
boosted revenues. The presidential elections in the USA lifted
advertising expenditure, whilst the Athens Olympics saw
significant contracts for our rental business, as well as product
sales to broadcasters and freelancers. Internally, operational
improvements in Photographic reduced lead times to normal
levels, converting some backlog into sales. While there are no
major sporting events in 2005, most Vitec businesses entered
2005 with order books higher than at the start of 2004.
Restructuring Benefits
We continue to improve the operational efficiency of the Group,
exploiting our manufacturing and purchasing scale in both
product divisions, greatly reducing the negative effect of the
falling US dollar. The benefits from the restructuring of our
manufacturing, which although offset by mix changes and some
provisions for ageing stock, have underpinned the results for
2004. Our manufacturing operations are now focusing on
continuous improvement actions for 2005 and beyond, which
enabled us to announce in July the rationalisation of the
commercial side of the Broadcast Systems business. A cost of
£4 million to £5 million was anticipated, of which a net £2.1
million was charged in 2004. This process is also going well.
Ongoing cost control and better use of our rental asset base also
improved profitability in Broadcast Services.
It was encouraging that most of our businesses showed a
significant improvement in the second half of the year over the
first half, as the effects of earlier actions came through.
Executive team
During 2004 we strengthened the management team in the
Photographic business in Italy and we recently made several key
appointments within Broadcast Systems, further improving the
team there.
With the scaling up of our plant in Costa Rica behind us, Brian
McCluskie, formerly Operations Director, has left the Company
and we wish him well in his future career.
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:37 AM  Page 11 Photographic
Products for professional photographers
The Photographic Division saw strong volume growth during
2004. In constant currency terms, sales were up 23%, including
6% from the acquisition of Multiblitz. This underlying growth
was driven by the continuing launch of new products and the
demand for digital cameras, particularly in the digital SLR
segment. However the fall in the US dollar against the euro
reduced that growth to 12% in £ sterling terms, and also
adversely affected margins.
The market for accessories for the professional photographer
was stimulated by innovations such as the new joystick head,
whose ergonomically-shaped pistol grip allows the user to
position the camera and activate the shutter with one hand, and
the new 303SPH head which facilitates the composition of
panoramic shots, useful for capturing architectural images.
Manfrotto also has an important position at the lower end of the
video camera support market, catering to a different channel to
our Broadcast brands, where the new 519 Pro-video head
generated a lot of interest. Also in the professional arena, Litec
continued to develop its presence across Europe; its lighting
truss range was augmented with new tower systems to support
the Libera trusses launched last year.
The majority of the growth, however, came as a result of the
boom in affordable digital SLR cameras that are now being 
bought by keen amateur photographers. The new Neotec tripod,
which is targeted specifically at this user group, has been selling
well ahead of expectations, and there are other products
planned for this exciting segment.
Improvements in manufacturing operations have also helped
increase volume in 2004. The closure of the small plant at Nove
in Italy early in the year has simplified work flow; the IT systems,
now rolled out to all but one site across the division, have given
greater visibility to suppliers of our needs and, together with
efficiency improvements within the factories, allowed Manfrotto
to cut its lead-time substantially, converting several weeks of
backlog into sales. Manufacturing improvement activities are
now focused more on cost reduction actions and on further
improving the health and safety culture. 
Following the disposal of ALU at the end of 2003, the
management structure was changed, with several senior
vacancies being filled from outside the Group. The Campese
offices were renovated, generating sufficient space to centralise
the operations and administration functions previously dispersed
around the other plants. This has already driven improved
coordination and efficiency. In August a representative office
was established in Hong Kong in order to better support our
local third party distributors.
2004 2003
Turnover £68.7m £61.5m
Operating profit* £12.3m £13.9m
Operating margin* 17.9% 22.6%
*before exceptional gain of £0.1 million (2003: £nil)
and goodwill amortisation of £0.2 million (2003: £0.1 million)
The Vitec Group
10
Litec’s varitower
Manfrotto’s 322RC2 grip
action ball head
Manfrotto’s 519
pro-video camera head
Manfrotto’s Neotec tripod
Manfrotto’s
303SPH head
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:37 AM  Page 12 11
Annual Report 2004
The ‘Fig-Rig’ was designed by Manfrotto in conjunction with renowned film director, Mike Figgis. “Leaving Las Vegas”, which he
wrote, directed and scored was nominated for four Oscars, winning Best Actor for Nicholas Cage.
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:37 AM  Page 13 Broadcast Systems
Products and systems primarily for broadcast applications
The Broadcast Systems Division also saw a year of growth, with
sales up 13% in constant currency, 6% in £ sterling. This was a
marked improvement following several years of stagnation due
to the decline in the broadcast market. Each unit has new
products to promote – the new Quattro-S pedestal from Vinten is
particularly encouraging as it, and the family of new
studio/outside broadcast control heads based on the Vector 900,
are generating sales in a part of the market where we already
enjoyed a significant market share. Our portable power
company, Anton/Bauer, continued to take market share in
Europe, winning orders from TFI in France and RAI in Italy.
The Olympics acted as a catalyst for several purchasers, with
many of the Group’s products used there and it was a strong
year for robotics products. 2004 saw the opening of a sales
office in Beijing, which will strengthen our position in China as
local broadcasters gear up for the 2006 Asian Games and the
2008 Olympics.
In addition, non-broadcast applications also grew. 2004 saw
significant shipments of support devices for surveillance
equipment, and of Air Traffic Control intercoms systems to
Korea, China and Vietnam, as well as the large contract for the
German Space Operations Centre. This will be used to monitor
the forthcoming Soyuz mission. Margins are improving in this
area, as we complete the product development work and are
able to be more selective about the projects to which we bid.
In September we announced that, with the manufacturing
restructuring bedding down, part of the commercial operations
of this division would be rationalised. The aim was to reduce
internal duplication while ensuring we could maintain the pace
of innovation for which our brands are known. These projects
are going well, they produced benefits in 2004 and are expected
to produce further benefits in 2005, on top of those flowing from
the plant closures. In Camera Support we are optimising many
of our back office operations in the USA and Europe, for which
the new IT systems are an important foundation.
In Communications the two main companies, Clear-Com and
Drake, have been integrated and the brand repositioning
exercise completed successfully. Both brands now have access
to all product families, and this has been well received by
customers. New distributors have switched from other suppliers
to join the Clear-Com network. As part of these changes, new
managing directors have been recruited for both the Camera
Support and Communications businesses.
During the year, Vinten celebrated 40 years on the site at Bury
St Edmunds, England, having moved from North London in
1964, and Sachtler relocated a short distance to new facilities at
Eching near Munich, where sales, marketing, customer service,
and most importantly R&D, will be based.
2004 2003
Turnover £86.9m £81.9m
Operating profit* £3.9m £3.9m
Operating margin* 4.5% 4.8%
*before exceptional charges of £2.2 million (2003: £1.9 million), goodwill amortisation of
£0.8 million (2003: £0.7 million) and impairment of goodwill of £0.4 million (2003: £nil)
The Vitec Group
12
Vinten’s Quattro-S
pedestal
Clear-Com’s RS-600 partyline
intercom system
Vinten’s Vector 60 head
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:38 AM  Page 14 13
Annual Report 2004
Anton/Bauer batteries and Sachtler tripods and heads are the choice of many cameramen.
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:38 AM  Page 15 Broadcast Services
Rental services and technical support mainly for the broadcast market
Broadcast Services saw a 24% growth in US dollar sales, which
translated to a 10% growth in £ sterling. Many of the drivers of
this growth are expected to persist in 2005. The ongoing
strengthening of the market, first evident in the latter part of
2003, continued, buoyed by the backdrop of improving US
advertising spend, and we have benefited from the uptake of
High Definition (HD) programming. Operating margin grew from
breakeven to 5.4%, and the unit continued to generate cash
despite increased spend on new rental equipment.
Bexel has also captured an increasing number of reality shows
as the technical standards demanded by producers have
steadily risen; examples are Survivor, The Apprentice, The
Osbournes, and most recently the latest series of American Idol
and Brat Camp. Many of these shows have also needed
sophisticated audio systems from ASG, our high end audio
integrator. During the year, progress was also made to widen the
range of services offered; for example, Bexel can now help
clients fit-out facilities with fibre optic cabling that allows
subsequent events to be staged more efficiently.
The Charter acquisition has gone well, with additional contracts
for the depots in Chicago and Orlando that were taken over, as
well as gains from the elimination of surplus equipment. The
expanded network of 10 depots means that broadcasters can
rely on us to support them with assets and technical support
throughout the country. In 2004 this led to a ‘preferred supplier’
agreement being concluded with Disney, covering ABC and
ESPN as well. 
The second half saw the summer Olympics in Athens, with
contracts won for AOB (Athens Olympic Broadcasting) and with
two German broadcasters, ARD and ZDF. Both these prestigious
contracts went smoothly, a testament to the high levels of
technical service within Bexel that customers have come to rely
on. These contracts will not repeat in 2005, but we continue to
see underlying growth in rentals.
Asset management is a major determinant of success in any
rental business, and the division’s new IT systems have
facilitated the production of more sophisticated analyses of
contracts, asset acquisition costs and revenue generation, that
enable utilisation to be optimised. This is reflected in an
improved ratio of revenues to net assets, 2.4 in 2004 versus 1.7
in 2003. The application of these tools, and the continued use
of sub-rentals, has allowed higher levels of spending on new,
frequently High Definition, equipment than in the year before,
while still generating cash. The business entered 2005 with an
asset base level better aligned to its needs.
During the year the New York and Dallas facilities were
upgraded, and in December the main Burbank office relocated
from its old site with four small buildings, to new premises
where everyone is under one roof, which will yield cost and
efficiency benefits from 2005.
Gareth Rhys Williams 2004 2003
Turnover £29.8m £27.0m
Operating profit* £1.6m £0.0m
Operating margin* 5.4% 0.0%
*before goodwill amortisation of £0.4 million (2003: £0.5 million)
and impairment of goodwill of £nil (2003: £2.1 million)
The Vitec Group
14
Bexel has supported these recent high profile reality TV shows in the USA, as well as Survivor, The Apprentice, American Idol, Girls
Behaving Badly, The Osbournes, Newlyweds and Taildaters.
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:38 AM  Page 16 15
Annual Report 2004
Bexel has supported The Academy Awards broadcast for many years. ‘Oscar Night’ at the Kodak Theatre looks great on TV, a
testament to the skill of the many technicians who work on such a complex event.
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 17 Continuing operations
Turnover increased by £15.0 million (from £170.4 million to
£185.4 million) or 8.8% in the year. There was underlying
growth in all three divisions. Photographic and Broadcast
Services benefited from a contribution of £3.5 million and £1.8
million respectively from the acquisitions of the domestic
distribution activity of Multiblitz in Germany and Charter
Broadcast North America. Excluding the incremental effect of
those acquisitions, underlying sales growth was £22.6 million or
14%, but this was significantly reduced by the effects of adverse
foreign exchange rates on translation, £11.6 million, and
transaction, £2.1 million. The balance of growth, £0.8 million,
came from the full year effect of acquisitions made part-way
through 2003.
Gross profit margins fell from 43.6% to 41.3% reflecting a
change in mix in a number of businesses and the adverse effect
of foreign exchange transactions, particularly in the
Photographic Division. Gross profits were £0.3 million higher
than the prior year before a contribution of £1.9 million from
2004 acquisitions.
Net operating expenses, before exceptional items of £2.1
million and goodwill amortisation and impairment charges of
£1.8 million, increased by £2.2 million (3.9%) to £58.7 million.
£1.2 million of the total increase related to 2004 acquired
businesses, £4.1 million to existing businesses and there was an
offsetting foreign exchange translation benefit of £3.1 million.
Operating profit before exceptional items and goodwill
amortisation and impairment charges was unchanged at £17.8
million, including contributions of £0.1 million and £0.6 million
from the acquisitions of Multiblitz and Charter Broadcast North
America respectively. Operating profit margins were 9.6%
compared to 10.4% in 2003. The year on year effect of
translating overseas profits was £0.9 million adverse and the
effect of exchange rate changes on transactions after hedging,
principally the weaker US dollar against the euro, was £3.9
million unfavourable.
There is a net operating exceptional charge of £2.1 million
relating principally to previously announced restructuring plans
within the Broadcast Systems Division which will enable the
Camera Support and Communications businesses to operate in
a more integrated manner. It is expected that the overall charge
will be between £4.0 million and £5.0 million, in line with
previous guidance.
Goodwill amortisation and impairment The charge was £1.8
million (2003: £3.4 million including £2.1 million impairment
charge against the goodwill of the US Systems Wireless
business).
Taxation The effective taxation rate on operating profit before
exceptional items, goodwill amortisation and impairment has
increased to 42.0% (2003 39.8%) and includes £1.6 million
(9.9% rate) of deferred tax. The tax charge is relatively high
because profits have arisen in high tax jurisdictions but the
Group has incurred net losses in the UK on which it has not
benefited from tax relief.
Cash flow and net debt Cash generation remained strong.
However, net debt increased slightly from £10.4 million to £11.3
million after £1.5 million acquisition costs and £2.7 million cash
cost of restructuring actions.
Net cash inflow from operating activities was £22.5 million
(2003: £28.7 million), equating to 55p per share (2003: 70p per
share). Cash outflow from an increase in working capital
(principally due to a £1.2 million decrease in creditors) was £1.4
million (2003: £4.0 million inflow). Capital expenditure and
financial investments were £10.0 million (2003: £10.2 million),
of which £4.8 million related to rental assets and £0.8 million to
IT projects, partly financed by the proceeds from asset disposals
of £1.6 million (2003: £2.4 million).
Working capital was increased by the effect of the two
acquisitions and higher volumes, partially offset by efficiency
programmes. Stocks decreased by £0.6 million to £32.6 million,
16
Financial Review
The Vitec Group
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 18 Turnover from continuing operations
increased by £15.0 million (from
£170.4 million to £185.4 million) 
or 8.8% in the year.
whilst stock days decreased to 109 (2003: 126 excluding Retail
Display). Trade debtors at £26.2 million were £2.0 million lower
than last year with debtor days at 52 days (2003: 60 days
excluding Retail Display). Trade creditors at £15.7 million were
£0.7 million higher than last year (whereas other creditors were
£1.6 million lower). Amounts recoverable on long term contracts
increased by £1.1 million to £2.1 million.
Tax paid in 2004 of £1.4 million reduced considerably from
2003 (£10.8 million). The prior year included the settlement of
an historic tax claim of £1.4 million, whereas the current year
has benefited from Italian tax credits arising from the sale of the
Retail Display business in 2003.
Treasury Policy Financing, currency hedging and tax planning
are managed centrally. Hedging activities are designed to
protect profits, not to speculate. Substantial changes to the
financial structure of the Group or treasury practice are referred
to the Board. In 2003 the Board approved the use of option
contracts for hedging foreign currency receipts.
As in previous years, a portion of the transactions of subsidiaries
in foreign currencies is hedged 12 months forward. Forward
foreign exchange contracts at 31 December 2004 totalled £5.2
million (2003: £16.0 million). In addition, the Group had simple
option contracts, for the sale of dollars for euros over the period
January 2005 to December 2005 totalling £9.3 million (2003:
£8.4 million) and for the sale of dollars for £ sterling over the
period January 2005 to August 2005 totalling £0.9 million
(2003: £nil). Translation of foreign currency profits and interest
rates are not hedged. Foreign currency net assets are not
hedged other than by normal Group borrowings. 
The Group operates strict controls over all treasury transactions
involving dual signatures and appropriate authorisation limits. 
Financing Activities The average cost of borrowing for the year
was 4.8% (2003: 4.8%) with the upward trend in interest rates
being offset by the transfer of some of the Group’s £ sterling
loans into Euros and US dollars. Net interest cover (using profit
before exceptional items, goodwill amortisation and impairment)
remained high at 11 times (2003: 10 times). The Group's £55
million three-year bilateral credit facility agreements which were
due to expire in October 2005 were replaced on 25 January
2005 with a five-year £100 million multicurrency revolving credit
facility agreement involving five banks.
17
Annual Report 2004
UK pensions The Group contributes to two UK defined benefit
pension schemes. At the end of 2003 the Group closed both
schemes to new members, replacing them for 2004 onwards
with a Group personal pension plan, currently with Standard
Life. A full triennial actuarial valuation was undertaken as at
5 April 2004. At that date, the schemes had assets with a
combined market value of £28.3 million. On the basis of the
assumptions adopted, the value of the schemes’ assets was
equal to 94% of the value placed on the benefits that had
accrued to members allowing for expected future increases in
salaries. As a result of the valuation, and following the increase
of £0.1 million per annum in Company contributions from the
beginning of 2003, regular contributions were again increased
by £0.2 million per annum with effect from the date of valuation.
In addition, employees’ contributions were increased from
1 January 2005. The Group’s UK pension charge to the profit
and loss account under SSAP24 has increased from £0.9
million in 2003 to £1.5 million in 2004 after the effects of
accounting for moving from a previous surplus to a shortfall in
scheme assets when compared to accrued liabilities.
International Financial Reporting Standards (‘IFRS’) The
Group has completed its initial investigation into the impact of
adopting IFRS with effect from 1 January 2004. The areas
currently identified as most affecting the profit before tax and
shareholders’ funds are as a result of the adoption of IAS 19
Employee Benefits (in respect of pensions), IAS 38 Intangible
Assets (in respect of capitalising major development costs),
IFRS 3 Business Combinations (in respect of goodwill) and
IFRS 2 Share Based Payment and IAS 10 Events After the
Balance Sheet Date (in respect of the dividends declared after
the balance sheet date). The exact impact of adopting IFRS, as
well as a full analysis of the impact on the 2004 published
results, will be communicated in May 2005. The Interim Results
for the six months ending 30 June 2005 will be prepared in
accordance with IFRS.
Alastair Hewgill
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 19 Board of Directors
Michael Harper BSc, MSc
Chairman, non-executive, independent, British, aged 60, appointed to the Board
on 14 June 2004, became Chairman on 1 November 2004; member of the Audit
Committee, the Nominations Committee and the Remuneration Committee.
Currently Chief Executive of Kidde plc and non-executive director of Ricardo plc,
Umeco plc and BBA Group plc. Formerly held senior roles with Vickers plc.
Gareth Rhys Williams BSc, MBA
Chief Executive, British, aged 43, appointed to the Board on 23 November 2001.
Previously Regional Managing Director, Central Europe, of BPB plc. Prior to this
he held senior management positions with Rexam plc, responsible for their
European film coating business, and for NFI Electronics. Following initial training
in IT at STC, he joined Lucas in a production management role before studying
for his MBA at INSEAD. He is a chartered mechanical and electrical engineer.
Sir David Bell MA
Non-executive, independent, British, aged 58, appointed to the Board on 
12 March 1997; the Senior Independent Director; member of the Audit
Committee and of the Nominations Committee and Chairman of the
Remuneration Committee. Currently Chairman of the Financial Times Group, a
director of Pearson plc, non-executive Chairman of the Windmill Partnership,
Chairman of Common Purpose Europe and Chairman of Crisis, a charity for the
homeless.
Alastair Hewgill BSc, ACMA
Finance Director, British, aged 50, appointed to the Board on 14 May 2002.
Previously he held senior finance positions within GKN plc over a period of 
11 years, including Finance Director of GKN Aerospace Division and Head of
Corporate Finance for the group. 
Nigel Moore FCA
Non-executive, independent, British, aged 60, appointed to the Board on
1 March 2004; Chairman of the Audit Committee, member of the Nominations
Committee and of the Remuneration Committee. Until recently, a London based
partner of Ernst & Young. Currently Chairman of TEG Environmental plc, a
Director of IntelligentComms Limited and a Trustee of the Butten Trust.
John Potter CEng, MIEE, AMBIM
Non-executive, independent, British, aged 61, appointed to the Board on 
1 February 1999; Member of the Audit Committee, the Nominations Committee
and the Remuneration Committee. Formerly a director of the TI Group plc until
his retirement at the end of 1998 and President and Chief Executive Officer of
Oxford Automotive, Inc until his retirement at the end of June 2004. 
Will Wyatt CBE, BA 
Non-executive, independent, British, aged 63, appointed to the Board on 
10 June 2002; member of the Audit Committee, Chairman of the Nominations
Committee and member of the Remuneration Committee. Currently Chairman of
Human Capital Limited, Chairman of the University of the Arts London, Governor
of Magdalen College School, Oxford and Director of Racing UK Limited and
Racing UK Holdings Limited. Formerly Chief Executive, BBC Broadcast. Other
posts within the BBC included Managing Director of Network Television.
Roland Peate FCIS, ACMA
Secretary
The Vitec Group
18
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 20 19
Annual Report 2004
Directors’ Report
The directors present their report and the audited accounts of
the Group for the year ended 31 December 2004.
Review of the Group and its activities
The performance and activities of the Group during the year are
set out in the Chairman’s Statement, the Chief Executive’s
Review, the Financial Review and the At a Glance pages. 
On 8 January 2004 the Group acquired the assets of the
distribution arm of Multiblitz for c1.9 million (£1.4 million) cash.
On 30 March 2004 the Group acquired the operating assets and
certain of the liabilities of Charter Broadcast North America Inc.
for £0.1 million, including acquisition expenses.
Results and dividends
The Group’s profit on ordinary activities before tax, exceptional
items, goodwill amortisation and impairment amounted to £16.2
million (2003: £16.1 million). Profit on ordinary activities before
tax but after exceptional items, goodwill amortisation and
impairment amounted to £12.3 million (2003: £7.8 million). 
The directors recommend a final dividend of 8.9p per share
(2003: 16.6p). If approved, the dividend per share for the year
will total 15p (2003: 22.7p). Subject to approval by
shareholders, the final dividend will be paid on 20 May 2005 to
shareholders on the register on 22 April 2005. 
Post balance sheet events
On 25 January 2005 the Group signed a five year £100 million
Multicurrency Revolving Credit Facility Agreement to replace the
two existing Multicurrency Revolving Credit Facility Agreements
which had termination dates of 28 October 2005. The first draw
down on this Facility was made on 31 January 2005.
Future development
The Group’s continuing strategy is to grow its businesses
through organic expansion and carefully planned acquisitions
principally in areas related to its existing businesses, customers,
markets and skills. 
Research, development and engineering
The management of the Group continues to recognise that new
products are essential to its long-term success and considerable
emphasis is placed on active product development programmes
in the manufacturing companies. In 2004 those companies
spent £7.9 million (2003: £8.8 million) on research,
development and engineering. 
Share capital
Details of shares issued during the year are set out in Note 21 to
the accounts on page 64. An analysis of shareholdings is shown
on page 72. The middle market price of a share of the Company
on 31 December 2004, the last day of dealing in 2004, together
with the range during the year, is also shown on page 72. 
Substantial shareholdings
As at 22 March 2005, the Company had been notified of the
following interests of 3% or more of its issued share capital: 
Interest by
Harris Associates L.P. 3,409,307 8.30
Baring Trustees (Guernsey) Limited 2,698,374 6.58
Manfrotto SA 2,478,374 6.05
*Britel Fund Trustees, The Trustees of BT Pension Scheme 2,347,148 5.71
Prudential plc 2,261,589 5.51
*Royal Mail Pensions Trustees Limited and Possfund Custodian Trustee Limited 2,218,342 5.40
*Devon County Council 2,056,234 5.01
*The Essex County Council Pension Fund 2,056,234 5.01
*Hermes Focus Asset Management Limited, Hermes Investment Management Limited 
(as general partners of the UK Small Companies Focus Fund (SCFF)) and Hermes 
SLP Limited, as partner in SCFF 2,056,234 5.01
*Nottinghamshire County Council 2,056,234 5.01
*Ram Trust Services Inc 2,056,234 5.01
Deutsche Bank AG and its subsidiary companies 2,001,162 4.87
Legal & General Investment Management Limited 1,645,736 4.01
Lloyds TSB Group plc and its subsidiaries 1,643,488 4.00
Aviva Plc 1,623,127 3.96
*Each interest marked with an asterisk above is, or includes, an interest as a limited liability partner of the Hermes Small Companies Focus Fund, the total
notified interest of which is 2,056,234.
Number of
shares %
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 21 Directors’ Report continued
Directors
The directors during the whole of the year were Gareth Rhys
Williams, Alastair Hewgill, David Bell, John Potter and Will Wyatt. 
Nigel Moore became a director on 1 March 2004.  Michael
Harper was appointed a director on 14 June 2004 and became
Chairman on 1 November 2004 when Alison Carnwath stood
down at the end of October 2004.  Alison Carnwath resigned as
a director on 30 December 2004.  
The remuneration of the directors is set out in the Remuneration
Report on pages 22 to 28. 
Photographs and biographies of the current directors are set out
on page 18. 
Directors’ shareholdings
The following table sets out the beneficial interests of those
persons who were directors at the end of the financial year. The
interests in the Company’s shares are shown as at 31 December
2004 and 1 January 2004 or subsequent date of appointment.
Details of the directors’ other interests in the Company's shares
are set out in the Remuneration Report on pages 22 to 28. 
Payments to suppliers
It continues to be the Group’s policy that the Company and
individual subsidiary companies are responsible for negotiating
terms and conditions under which suppliers operate. Once
agreed, payments to suppliers are made in accordance with
those terms and conditions, subject always to the supplier
having complied with them. That policy will continue for the
financial year ending 31 December 2005. For the financial year
ended 31 December 2004 the Company paid its suppliers on
average within 16 days (2003: 15 days) of date of invoice. 
Committees of the Board
Details of the Audit Committee, the Nominations Committee and
the Remuneration Committee are contained in the Corporate
Governance section of this annual report and in the
Remuneration Report. 
Directors’ shareholdings
Chairman
Michael Harper 15,000 -
Executive Directors
Gareth Rhys Williams 27,705* 17,705*
Alastair Hewgill 15,651* 7,651*
Non-executive Directors
David Bell --
Nigel Moore 5,695 -
John Potter 3,000 3,000
Will Wyatt 675 675
67,726 29,031
* Includes interests of 7,705 shares by Gareth Rhys Williams and 1,651 shares by Alastair Hewgill purchased in the market using funds supplied by the two
directors and held by Mourant & Co Trustees Limited, the trustee used to hold shares in respect of awards made under the Deferred Bonus Plan.
31 December
2004
1 January 2004
or subsequent
date of
appointment
The Vitec Group
20
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 22 Corporate Social Responsibility Report
The Group’s report on social, environmental and ethical matters
is set out on pages 29 to 32. The Group has policies in respect
of the following key areas: risk and fraud, employment
(including employees and employee communication),
whistleblowing, environment, human rights, community impact
and involvement, relationships with suppliers, customers and
other stakeholders. 
Donations
In 2004, charitable donations were made by the Charity
Committee from its account with the Charities Aid Foundation
totalling £3,700 (2003: £7,000).  Following the tsunami disaster
in December 2004, the Group has offered equipment from its
range of Drake air traffic control VCS intercom systems to assist
in the aid effort to re-establish affected airports.  No donations
were made to any political party. For further information on
donations refer to the section on Community Impact and
Involvement set out in the Corporate Social Responsibility Report
on pages 29 to 32. 
Annual General Meeting
The Annual General Meeting for 2005 will be held on 18 May
2005 at the offices of Financial Dynamics, Holborn Gate, 26
Southampton Buildings, London WC2A 1PB. The notice of
meeting and a proxy card are enclosed. 
The Company will again be making use of the electronic voting
facility provided by its registrars, Capita Registrars. The facility
has now been extended to include CREST voting for members
holding their shares in uncertificated form.  For further
information please refer to the section in Online Services and
Electronic Voting set out on page 72. 
The business of the Annual General Meeting will include the
consideration by shareholders of the report and accounts for the
year ended 31 December 2004, the Remuneration Report, the
proposed dividend, election of a director, re-election of two
directors, the re-election of the auditors and the following further
items of business. 
A resolution to revise the Company’s Articles of Association to
reflect the changes in the law affecting the capacity of a
company to provide indemnities to its directors. The changes to
the Articles are set out in the notice of meeting.
Resolutions to approve two new share incentive plans. Further
details are set out in the Remuneration Report and in the notice
of meeting.
A resolution renewing the directors’ authority to allot shares for
cash, as if the pre-emption provisions of Section 89 of the
Companies Act 1985 did not apply, is set out in the notice of
meeting. The first part of the resolution deals with the allotment
of shares for cash under a rights issue, giving power to make
adjustments to deal with overseas shareholders, fractions of
shares and similar matters. The second part renews the power of
the directors to allot shares for cash, limited to 5% of the issued
share capital at 7 March 2005. The authority will expire at the
end of the Company’s next Annual General Meeting or, if earlier,
on 18 August 2006.
Your directors have no present intention of issuing or granting
rights over the unissued share capital, except in relation to the
Company’s adopted employee share incentive arrangements
and no share issue will be made which will effectively alter the
control of the Company without prior approval of the
shareholders in general meeting. 
Any shares held in treasury and used by the Company for the
purposes of or pursuant to the employee share schemes
operated by the Company will, so long as required under
institutional guidelines, count towards the limits on the number
of new shares that may be issued under the rules of such
employee share schemes. 
A resolution for a general authority for the Company to make
market purchases of its own shares was first passed at the
1998  Annual General Meeting and has been renewed by
shareholders at subsequent annual general meetings. The
directors believe it is desirable to have the power to make
market purchases in the event of suitable opportunities arising.
Accordingly, a resolution to again renew the authority will be
proposed at the Annual General Meeting. The authority to
purchase shares would only be exercised if there was a resultant
increase in earnings per share, and it would be in the best
interests of the Company. Should the directors exercise such
authority, any shares so purchased may be placed in treasury in
accordance with The Companies (Acquisition of Own
Shares)(Treasury Shares) Regulations 2003, as amended and
subsequently cancelled or transferred to satisfy awards arising
under the Company’s employee share schemes or issued for
cash as provided for by the Regulations. 
The Chairmen of the Board and of its Committees will be in
attendance at the Annual General Meeting to answer questions
from shareholders. 
Auditors
The auditors, KPMG Audit Plc, are willing to continue in office.
A resolution will be put to the Annual General Meeting to re-
appoint the auditors and to authorise the Board to agree their
remuneration. 
By order of the Board 
Roland Peate
Secretary
7 March 2005
Annual Report 2004
21
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 23 Remuneration Report
This Report contains the information required under the Code
on Corporate Governance and under the Directors’
Remuneration Report Regulations 2002. A resolution to approve
the Report will be proposed at the 2005 Annual General
Meeting. The Chairman of the Remuneration Committee will be
available to answer questions about directors’ remuneration at
the Annual General Meeting. 
Remuneration Committee
At the commencement of 2004, the Remuneration Committee
comprised David Bell (Chairman of the Committee), Alison
Carnwath and John Potter.  During the year Alison Carnwath left
the Committee and Michael Harper, Nigel Moore and Will Wyatt
joined the Committee.  
Under its terms of reference, the Committee, on behalf of the
Board, determines the remuneration packages including bonus
arrangements, participation in incentive schemes, pension
contributions and all other benefits received by the executive
directors. In the event of the termination of employment of those
directors, the Committee would also determine any
compensation payments, after taking appropriate legal advice.
The Committee also makes recommendations to the Board,
within its terms of reference, on the framework of senior
executive remuneration including terms of service, pay
structure, bonus and share incentive arrangements and other
benefits. 
The Chief Executive, Gareth Rhys Williams, attends meetings by
invitation of the Committee but is not present when his
remuneration is being considered. The remuneration of the non-
executive directors is determined by the Board as a whole with
the relevant non-executive director abstaining when his or her
remuneration is considered. 
Remuneration policy
The executive directors’ remuneration comprises a basic salary
plus, under the Executive Bonus Scheme, company and/or
individual performance-related elements of up to 100% of
salary. Therefore, if they achieve maximum performance in
relation to the performance-related elements of their
remuneration, these elements would, in total, account for 50%
of their total cash remuneration. 
Remuneration packages are formulated to attract, retain and
motivate executive directors and senior executives of the quality
required, without being excessive, by reference to salary and
benefit surveys supplied by one or more external sources. They
take into account the responsibilities involved, remuneration
packages in comparable companies that have similar
international operations, relative performance and both internal
and external advice. Remuneration and benefits reflect
responsibility and market comparisons. 
The notice period by the Company under the service contracts
of the executive directors is 12 months. The normal retirement
age of executive directors is 60.  Executive directors’ service
contracts do not provide for pre-determined amounts of
compensation in the event of early termination by the 
Company. The Committee’s policy in the event of early
termination of employment is to mitigate compensation to 
the fullest extent practicable. 
The Committee believes that it is beneficial for an executive
director to take up one external, non-executive appointment.
Remuneration received by a director in respect of such an
external appointment would be retained by the director. 
The Committee currently has no intention of amending the
above stated policy for 2005 and future years, although it will be
reviewed from time to time. 
When reviewing and determining executive and non-executive
directors’ and senior management’s remuneration, advice is
sought and received from one or more external remuneration
and benefit consultants and their various surveys of
remuneration and fees and also internally from the Chief
Executive, Gareth Rhys Williams, and the Company Secretary,
Roland Peate. Towers Perrin, which was formally appointed in
early 2003, has, during the year, provided independent advice
to the Committee. The Committee has also received external
advice from Monks Partnership and Deloitte & Touche.
Chairman and the other non-executive directors
The Chairman and the other non-executive directors do not
have service contracts but have letters of appointment. The
initial period of their appointments is normally three years but
may, by mutual consent and with the approval of the
Nominations Committee and the Board, be extended for a
further three years. In exceptional circumstances appointments
may be extended beyond six years, by mutual consent and with
the approval of the Nominations Committee and the Board, if it
is in the interests of the Group to do so. 
Executive directors
Executive directors’ remuneration comprises basic salary, bonus,
share incentives, company vehicle or cash allowance, fuel where
a company vehicle is provided, medical health insurance,
membership of the Group’s Executive Pension Scheme, life
assurance and additionally, for Gareth Rhys Williams,
contributions towards a permanent health arrangement.
Contributions are also paid by the Company to a funded
unapproved retirement benefits scheme for Gareth Rhys
Williams of an amount equal to the difference between the
Inland Revenue earnings cap and his basic salary.
It is the Company’s policy to make provision for pensions for
executive directors through funded retirement benefit schemes.
Up to the maximum level permitted by Inland Revenue rules,
retirement benefits are provided through an approved retirement
benefit scheme.  For further information, see the table entitled
Pensions Related Remuneration on page 28. 
The Vitec Group
22
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 24 Gareth Rhys Williams, Chief Executive, aged 43, is employed
under a service contract dated 23 November 2001. The notice
period by the Company under his contract is 12 months; notice
by the employee is six months. The Company may, in the event
of termination of employment, pay a sum in lieu of notice equal
to 12 months’ gross basic salary together with the gross value of
the other benefits that he is entitled to receive under his service
contract, but excluding pension contributions and any bonus.
The bonus arrangements for 2005 will be calculated on the
basis that 75% relates to the achievement of operating profit
targets and 25% relates to specific personal objectives. The
unexpired term of Gareth Rhys Williams’ service contract, to his
normal retirement date, is 17 years. 
Alastair Hewgill, Finance Director, aged 50, is employed under a
service contract dated 17 April 2002. The notice period by the
Company under his contract is 12 months; notice by the
employee is six months. The Company may, in the event of
termination of employment, pay a sum in lieu of notice equal to
12 months’ gross basic salary together with the gross value of
the other benefits that he is entitled to receive under his service
contract, but excluding pension contributions and any bonus.
The bonus arrangements for 2005 will also be calculated on the
basis that 75% relates to the achievement of operating profit
targets and 25% relates to specific personal objectives. The
unexpired term of Alastair Hewgill’s contract, to his normal
retirement date, is 10 years. 
Incentive arrangements
The policy of the Remuneration Committee over the last few
years has been to make annual awards under the Long Term
Incentive Plan to the executive directors and the other members
of the Executive Board.  Such awards were based on a
proportion of salary.  Grants of conventional share options were
also made annually to the Group’s senior management
immediately below the level of the Executive Board. Participation
in the Deferred Bonus Plan was open to those employees who
were members of the Group’s Executive Bonus Scheme and
who received a bonus.
An in-depth review of the Group’s incentive arrangements for
executive directors, other members of the Executive Board and
all other participants in the Group’s incentive arrangements has
been carried out by Deloitte and Touche. That review has
resulted in the overall package of incentives, including salary,
bonus scheme and share incentive arrangements being
restructured. The new arrangements, agreed by the
Remuneration Committee, have resulted in a new Deferred
Bonus Plan and a new Long Term Incentive Plan.  Approval by
shareholders of these new plans will be sought at the 2005
Annual General Meeting.
The new Deferred Bonus Plan will replace the current Deferred
Bonus Plan and will be used in conjunction with bonuses arising
from the Executive Bonus Scheme for 2005 and future years.
The new Long Term Incentive Plan will replace the current Long
Term Incentive Plan and will be used to make annual awards to
the executive directors and the other members of the Executive
Board, as at present, but also to the Group’s senior
management immediately below the level of the Executive
Board.
It is planned to make a grant of share options to the executive
directors and the other members of the Executive Board every
three years, starting in 2005.
Executive directors and the other members of the Executive
Board will now be required to build up, over a period, a
meaningful holding of shares in the Company.
There are currently no plans to make any further grants under
the Premium Option Plan. This policy is reviewed at least
annually and may be revised from time to time. Invitations under
the Group’s Sharesave arrangements are usually made annually
and these are planned to continue. Such awards and grants
take into account the overall and flow limits advised by the
Association of British Insurers. 
The performance conditions applicable to the Group’s new Long
Term Incentive Plan and to the matching element of the
Deferred Bonus Plan will relate to total shareholder return
against a comparator group (awards under the previous
Deferred Bonus Plan were not subject to any performance
targets). The performance conditions under the Group’s share
option schemes will continue to relate to increases in earnings
per share. The performance condition applicable to the
Premium Option Plan relates to a significant increase in the
Company’s share price.
The combination of awards with performance conditions using
total shareholder return and grants using increases in earnings
per share is considered the most appropriate way of aligning the
interests of senior management with those of shareholders.
There is no re-testing of performance in respect of grants or
awards. Monitoring and measuring of the performance
conditions take place following the end of each year when the
Company’s results have been audited and again at the time of
exercise of options and awards. 
Annual Report 2004
23
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 25 Remuneration Report continued
The Group currently has the following incentive schemes and
plans in place. For further details of the proposed new Long
Term Incentive Plan and Deferred Bonus Plan, refer to the
notice of meeting which contains a summary of the main terms. 
2002 Executive Share Option Scheme
This is an Inland Revenue approved scheme. Executive
directors and other senior employees are selected to receive
options over shares. Exercise of an option is subject to growth in
the Company’s earnings per share, excluding exceptional or
extraordinary items, exceeding the growth in the retail prices
index over a performance period. The percentage growth over
the retail prices index determines the proportion of the award
that may be exercised. Options are exercisable between the
third and the tenth anniversaries of their dates of grant. 
Performance condition: If the percentage growth in the adjusted
earnings per share of the Company exceeds the percentage
growth in the retail prices index over the three year performance
period by 3.0301% (the base target threshold), an option will
become exercisable in respect of one-third of the shares over
which it is held. Full vesting takes place when such growth over
the performance period is 9.2727% or greater. A sliding scale
operates for performance between the lower and upper
thresholds. Options lapse if the base target threshold is not
achieved. There is no re-testing of performance. 
2002 Unapproved Executive Share Option Scheme
Executive directors and other senior employees are selected to
receive options over shares. As with the 2002 Executive Share
Option Scheme, exercise of an option is subject to growth in the
Company’s earnings per share, excluding exceptional or
extraordinary items, exceeding the growth in the retail prices
index over a performance period. Options are exercisable
between the third and the tenth anniversaries of their dates 
of grant. 
Performance condition: The performance condition is identical
in all respects to the performance condition of the 2002
Executive Share Option Scheme set out above. There is no re-
testing of performance. 
Long Term Incentive Plan
Under this plan, executive directors and other senior employees
are selected to receive awards over shares that vest in whole or
in part depending on the satisfaction of a performance condition
related to the growth in earnings per share compared to the
retail prices index over a performance period. 
Performance condition: The performance condition attaching to
awards under the plan relate to increase in earnings per share.
For an award to vest in its entirety, the increase in earnings per
share over the performance period of three years must be not
less than the increase in the retail prices index plus 36% or
more. For an award to vest at its lowest level of 25%, the growth
in earnings per share over the performance period must be
equal to the increase in the retail prices index plus 9%. Awards
lapse if the performance is below 9%. Where growth is between
9% and 36% awards are realisable on a straight-line basis. 
Premium Option Plan
Under this plan, selected executive directors and other senior
employees receive options over shares that are granted in the
form of two tiers. The exercise price of the first tier is set at 25%
in excess of the share price immediately prior to the date of
grant; the exercise price of the second tier is set at 50% in
excess of that same share price. 
Performance condition: First tier options are only exercisable if
the average middle market price of the Company’s shares
increases to, and remains in excess of, the option exercise price
for a minimum of 20 consecutive dealing days within three years
of the date of grant. Second tier options are only exercisable if
the average middle market price of the Company’s shares
increases to, and remains in excess of, the option exercise price
for a minimum of 20 consecutive dealing days within five years
of the date of grant. Each tier of options lapses if the share price
does not achieve the required threshold within the relevant
performance period. Subject to the share price reaching the
required threshold, options are exercisable between the third
and the tenth anniversaries of their dates of grant. 
Deferred Bonus Plan
Under the plan, an eligible executive may defer between 10%
and 50% of his or her cash bonus in exchange for receiving a
basic award over shares in the Company with a value
equivalent, at the date of award, to the amount of the deferred
bonus. A basic award may, in normal circumstances, be
exercised by a participant after two years. However, if exercise is
deferred until after three years and the executive remains
employed by the Group, the participant is entitled to receive a
matching award of additional shares equal in number to those
comprised in the basic award.  Shares comprising basic awards
are purchased in the market and held in trust by Mourant & Co
Trustees Limited until exercise.  Dividends are not paid on
shares until their exercise by participants.
Performance conditions: Bonuses received by participants, and
which may be deferred under the plan, are themselves subject
to demanding performance conditions linked to Company and/or
individual performance. The awards under the plan are not
subject to any further performance targets.
2002 Sharesave Scheme and International Plan
The Group also operates a savings related share option scheme
in the UK and a similar international plan in respect of overseas
employees in certain countries. The scheme and plan are open
to all the Group’s employees in those geographical areas who
have the necessary length of service. Under the scheme and
plan participants contract to save a set amount each month in
return for which they receive an option over a specified number
of shares. At the end of the savings period participants may
exercise their options to buy shares in the Company using their
savings. Exercise is not subject to any performance condition. 
The Vitec Group
24
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 26 Five-year share price performance 2000-2004
Under the requirements of the Directors’ Remuneration Report
Regulations 2002, the Company is required to include a graph
showing the Company’s performance compared to an
appropriate index. Set out below, the graph illustrates the
Company’s annual total shareholder return (share price growth
The Vitec Group plc
FTSE Engineering &
Machinery Index
Dec-99 Dec-00
£130
£120
£110
£100
£90
£80
£70
£60
£50
Dec-01 Dec-02 Dec-03 Dec-04
Five-year historical total
shareholder return performance.
Growth in the value of a
hypothetical £100 holding over
five years.
FTSE Engineering and Machinery
Index comparison based on 30
trading day average values
The following information has been audited. 
Directors’ emoluments and compensation
For her non-executive duties as Chairman, Alison Carnwath
received a fee at the rate of £78,000 per annum.  Michael
Harper, who assumed the Chair on 1 November 2004, following
the stepping down by Alison Carnwath, is paid a fee at the rate
of £85,000 per annum.  From his appointment on 14 June
2004 until his appointment as Chairman he was paid a fee at
the rate of £30,000 per annum.  On 1 July 2004, the fee
payable to the other non-executive directors was increased from
£25,000 per annum to £27,500 per annum. The previous
increase, from £20,000 per annum to £25,000 per annum, was
on 1 April 2002.  The chairmen of the Remuneration Committee
and of the Audit Committee, David Bell and Nigel Moore
respectively, each receive an additional fee for their services as
chairmen of those Committees.  David Bell receives an
additional £2,500 per annum and Nigel Moore receives £5,000
per annum.  A one-off fee of £2,000 was paid to Will Wyatt in
view of the additional work in respect of the selection and
appointment process of the two new non-executive directors he
had undertaken during the year as Chairman of the
Nominations Committee.  No additional fee is paid to David Bell
for his duties as Senior Independent Director.  The non-executive
directors do not receive any other benefits from the Company. 
Gareth Rhys Williams, Chief Executive, currently receives an
annual salary of £285,000, increased from £267,800 with effect
from 1 January 2005. Mr Rhys Williams is a member of the
Vitec Group Executive Pension Scheme and contributes 9%
(increased from 7%) of his salary on the amount of the earnings
cap. That pension scheme is a defined benefit scheme, the
accrual rate for which is one fortieth of his pensionable salary
for each year of pensionable service. In accordance with his
service contract, the Company makes contributions of 24% of
his annual salary in excess of the earnings cap to his funded
unapproved retirement benefits scheme. 
In addition, a guaranteed pension-related bonus of 16% of his
annual salary in excess of the earnings cap is paid to him. He is
eligible for a performance-related bonus, based on Company
performance and, if or when determined by the Remuneration
Committee, individual performance, of up to 100% of base
salary each year. In respect of 2004, all of his bonus was
calculated upon the Group’s financial performance.  Mr Rhys
Williams received a bonus of £120,510 in respect of 2004 and
of £52,000 for 2003. 
Alastair Hewgill, Finance Director, currently receives an annual
salary of £190,000, increased from £180,000 with effect from 1
January 2005. Mr Hewgill is a member of the Vitec Group
plus dividends that have been declared, paid and reinvested in
the Company’s shares) relative to the FTSE Engineering and
Machinery Index for the five year period 2000-2004, assuming
an initial investment of £100. The Engineering and Machinery
Index is the broad market index that includes the Company and
comprises comparable companies. 
Annual Report 2004
25
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 27 Remuneration Report continued
Executive Pension Scheme and contributes 9% (increased from
7%) of his salary. That pension scheme is a defined benefit
scheme, the accrual rate for which is one fortieth of his
pensionable salary for each year of pensionable service. Mr
Hewgill is eligible for a performance-related bonus, based on
Company performance and, if or when determined by the
Remuneration Committee, individual performance, of up to
100% of annual salary each year. 
In respect of 2004 all of his bonus was calculated upon the
Group’s financial performance.  Mr Hewgill received a bonus of
£81,000 in respect of 2004 and £31,000 for his 2003 bonus.
During the year the highest paid director was Gareth Rhys
Williams who received £435,648 (2003: £359,033).
Details of the directors’ emoluments and compensation for 2004
with comparatives for 2003 are set out in the table below:
Director’s name
Chairman
Michael Harper 25,644 ------- 25,644 -
Alison Carnwath 69,583 78,000 343 428 ---- 69,926 78,428
Executive Directors
Gareth Rhys Williams 267,800 260,000 20,685 21,198 120,510 52,000 26,653 25,835 435,648 359,033
Alastair Hewgill 180,000 155,000 11,412 11,068 81,000 31,000 - - 272,412 197,068
Non-executive Directors
David Bell 28,75027,500 ------ 28,750 27,500
Nigel Moore 23,750 ------- 23,750 -
John Potter 27,50027,500 ------ 27,500 27,500
Will Wyatt 28,25025,000 ------ 28,250 25,000
651,277 573,000 32,440 32,694 201,510 83,000 26,653 25,835 911,880 714,529
Notes
1. The principal benefits are a company car, fuel, medical insurance and life assurance.  In respect of Gareth Rhys Williams only, a cash payment of
£1,200 per month in lieu of a company car and a contribution of £400 per month to a permanent health arrangement are included in the figures shown
for benefits.
2. Gareth Rhys Williams receives a pension-related bonus calculated at 16% of his annual salary in excess of the pensions earnings cap.
3. Michael Harper’s remuneration for 2004 was for the period 14 June 2004, the date of his appointment as a director, to 31 December 2004. 
4. Alison Carnwath’s remuneration for 2004 was for the period 1 January 2004 to 30 December 2004, the date of her resignation as a director.
5. Nigel Moore’s remuneration for 2004 was for the period 1 March 2004, the date of his appointment as a director, to 31 December 2004.
Total
2003
£
2004
£
Pension
related
remuneration
2003
£
2004
£
Performance
related annual
bonus
2003
£
2004
£
Benefits
2003
£
2004
£
Salaries and
fees
2003
£
2004
£
The Vitec Group
26
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 28 Directors’ share options
Gareth Rhys Williams
Executive share options
1996 Unapproved Sep 2002 142,857 - - 142,857 350 - Sep 2005 Sep 2012
SAYE options Nov 2002 2,451 - - 2,451 268 - Jan 2008 Jun 2008
May 2003 4,266 - - 4,266 231 - Jul 2008 Dec 2008
Alastair Hewgill
SAYE options May 2003 7,110 - - 7,110 231 - Jul 2008 Dec 2008
156,684 - - 156,684
Notes
1. In November 2001, a share price related cash bonus scheme was adopted under which an award equivalent to an option over 142,857 shares, at a price
of £3.50 per share, was made to Gareth Rhys Williams.  This was replaced on 19 September 2002 by an equivalent option over 142,857 shares at the
same exercise price of £3.50 per share under the Rules of the (1996) Unapproved Executive Share Option Scheme, the Scheme used as the comparable
for the cash bonus scheme. The total number of shares comprising the award were purchased in the market in September 2002.  These shares are being
held in trust by Mourant & Co Trustees Limited.  There is a transitional arrangement for the cash bonus scheme to run in tandem with the share option.
If, and to the extent that, the cash bonus is not triggered by Mr Rhys Williams prior to the first occasion upon which he becomes entitled to exercise the
share option granted on 19 September 2002, the cash bonus scheme will lapse and will be replaced by the share option.
2. Non-executive directors are not eligible to participate in the Company’s share option or share incentive schemes and consequently they do not hold any
share options or other share incentives.
3. The total gain on the exercise of options by the directors during 2004 was nil (2003: Nil) as no options were exercised.
4. The share price at the end of the year and the highest and lowest prices during the year are shown on page 72.
Expiry date
Date from
which
exercisable
Market
price at
exercise
date
(pence)
Exercise
price
(pence)
At 31
December
2004
(shares)
Options
granted
during
year
(shares)
Options
exercised 
or lapsed
during
year
(shares)
At
1 January
2004
(shares)
Date of
grant
Awards at 
1 January
2004
(shares)
Market price
of a share
at the date
of award
(pence)
Date of
award
Awards
exercised
or lapsed
during
the year
(shares)
Awards
made
during
the year
(shares)
At
31 December
2004
(shares)
Directors’ long term incentives
Awards under the Long Term Incentive Plan
Gareth Rhys Williams Mar 2002 442.5 28,248 - - 28,248
Mar 2003 257.5 50,485 - - 50,485
Mar 2004 357.5 - - 37,455 37,455
Alastair Hewgill Sep 2002 342.5 21,898 - - 21,898
Mar 2003 257.5 30,097 - - 30,097
Mar 2004 357.5 - - 25,175 25,175
Annual Report 2004
27
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 29 Remuneration Report continued
Awards at 
1 January
2004
(shares)
Market price
of a share
at the date
of award
(pence)
Date of
award
Awards
exercised
or lapsed
during
the year
(shares)
Awards
made
during
the year
(shares)
At
31 December
2004
(shares) Awards under the Deferred Bonus Plan
Gareth Rhys Williams Jun 2003 345 7,705 - -      7,705  
Basic
Jun 2003 345 13,755 - -      13,755
Matching
Alastair Hewgill Jun 2003 345 1,651 - -            1,651  
Basic
Jun 2003 345 2,947 - -        2,947 
Matching
Gareth Rhys Williams 7,863 5,156 2,563 2,478 7,088 6,899 13,655 9,058 61,248 33,874 20,466
Alastair Hewgill 8,783 5,225 3,412 3,303 12,163 10,763 28,508 20,458 102,215 50,321 39,731
Pensions related remuneration
Increase in
transfer value
over year to 31
December net
of member
contributions
2004
£
Transfer
value of
accrued
pension at
31 December
2003
£
2004
£
Transfer value
of the increase
in accrued
pension net of
member
contributions
2003
£
2004
£
Member
contributions
towards
pension
2003
£
Increase in
accrued pension
(in excess of
price inflation)
during
2003
£
2004
£
2004
£
Accrued
pension at
31 December
2003
£
2004
£
Beyond the earnings cap, the cost of pensions comprised
defined contribution payments to a funded unapproved
retirement benefit scheme (FURBS) in respect of Gareth Rhys
Williams of £39,972 (2003: £38,748).  
Approved by the Board of Directors on 7 March 2005 and
signed on its behalf by:
Roland Peate
Secretary
The Vitec Group
28
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 30 Corporate Social Responsibility Report
The Group published its first detailed Corporate Social
Responsibility Report in 2002 although it had been including an
environmental policy statement in its annual report for some
years. During 2004 the Group has further developed its social
responsibility awareness and internal reporting of statistics. We
plan to continue development, and the inclusion of an
environmental report, in the future.
The Group has for many years taken a caring and considerate
approach to social, environmental and ethical matters
throughout its operations worldwide and this has continued, and
will continue, into the future. The Group regards compliance
with all relevant laws and guidelines as important and socially
responsible.   During the year a number of enhancements were
made to the Group’s website to ensure compliance with Part III
of the Disability Discrimination Act 1995, which covers access to
goods and services.  For full details of the enhancements,
please see the Accessibility Statement on the website
(http://www.vitecgroup.com/accessibility.aspx).
The Group’s current system of risk management and control,
which includes social responsibility matters, is led by the heads
of each of the Group’s operations. Those people are responsible
at local level for complying with the relevant environmental
regulations in all the geographical areas in which they operate.
They report to the Board on such issues through the Group’s
Finance Director, who has ultimate responsibility for such
matters, as part of the Group’s system of internal control and
risk management reporting.
Overall the Group continues to believe that it has limited
environmental impact. However, we recognise that we continue
to have a responsibility to understand the impact that our
activities have at local, national and global level. These have
been monitored and assessed locally and solutions have been
implemented as appropriate according to best practice, local
legal and other requirements. Over the last few years we have
developed and implemented a more consistent approach to
adopt sound policies throughout all our operations. As part of
the implementation programme, we have put in place more
formal systems and procedures for identifying, measuring,
reviewing and reporting on social, environmental and ethical
matters. Group policies are in place in the key areas of
employment, environment, human rights, community impact
and involvement and relationships with suppliers, customers
and other stakeholders. These policies have been implemented
at the centre and within each operating entity. Specific
responsibility for such matters has been assigned to designated
employees. Reviews by local management take place at each
Group location and reports are made of the major risks in these
areas. These reports identify risks, the current measures being
taken to control them and the steps being taken to eradicate or
minimise their effect in the future. The compilation of statistics
commenced in 2002 and they are being used for reporting
purposes and to monitor improvements.
1. Employment
Policy
To comply with all relevant legislation and codes of practice
relating to employment, health and safety and equal
opportunities. To provide good quality working environments and
facilities for employees and training and development
appropriate to each of their roles; not to discriminate in any way;
to take a flexible approach towards family responsibilities to
assist them in establishing an appropriate work/life balance; to
provide a competitive range of quality employee benefits. To
keep the workforce informed of major events and developments
within the Group.
Actions 
Employment policies throughout the Group already reflect the
policy set out above. 
We continue to recognise the importance of involvement,
motivation, training and development of our employees at all
levels. The importance of good communication and working
relationships is actively encouraged. During 2004 the Group’s
website was significantly enhanced by the inclusion of a
microsite containing the annual report.  It also provides a
gallery containing photographs of Group products. Other
enhancements to the website are also currently being
considered.  The aim is to help investors, potential investors and
employees alike to better understand the Group and view the
wide variety of products available from Group companies.
Our policy is to keep employees informed on matters relating to
their employment and on financial and economic factors
affecting the Group through management briefings, via the
Group’s website and by internal distribution of press releases
and internal announcements. This enables our employees to
gain a better understanding of our business objectives and their
roles in achieving them. Building and developing the skills,
competencies, motivation and teamwork of our people is key to
achieving our business objectives and to ensuring best practices
throughout the Group.
The Executive Board, the other senior executives of the Group,
the Chief Executive and the Finance Director, meet on a regular
basis. In addition, the managements of the operating units
employ a wide variety of consultation and briefing methods,
including conferences, joint committees, specific project teams
and briefing groups.
The Group operates in many countries and our employment
policies, which are designed to meet local conditions and
requirements, are established on the basis of the best practices
in each country in which we operate. The Group’s wide
geographical spread provides some opportunities for employees
to work either short term or on secondment for longer periods of
time at the Group’s various locations.
Annual Report 2004
29
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 31 Corporate Social Responsibility Report continued
Encouragement is given to all employees both in the UK and
overseas to participate in the Group’s savings related share
option schemes under which options over the Company’s shares
are granted to employees who enter into contracts to save
agreed amounts each month. Invitations under the UK and the
International schemes have been made each year since the
schemes were first introduced in 1984.
Ability and aptitude are the determining factors in the selection,
training, career development and promotion of all employees.
We understand our responsibility as employers under the
Disability Discrimination Act 1995 and we do not discriminate
against disabled people.  If an employee is, or becomes,
disabled during his or her period of employment, we will, if
necessary and to the extent possible, adapt the work
environment to enable the employee to continue in his or her
current position or retrain the employee for duties suited to that
employee’s abilities following disablement. It continues to be the
Group’s policy to consider applications for employment from
disabled people on the same basis as other potential employees.
Health and safety 
Health and safety training is part of the induction process for
new employees. Specific training is given, where relevant, for
forklift truck, crane and hoist operation and bottle gas usage as
well as fire safety and first aid training. 
Risk assessments were introduced during 2003 in various parts
of the Group and these have now been phased into the other
parts of the Group. Assessments are carried out on a regular
basis and also when new equipment or machinery is acquired
or new processes are introduced.
During 2003 the recording and reporting of accidents and
related lost time statistics became more formalised and now
forms the basis of regular reporting to the Executive Board.
In 2004 the gathering and reporting of accident statistics was
further refined and continues to be reported to, and monitored
by, the Executive Board. 
Workplace injuries and fatalities in 2004 
Rate of non-fatal over 3-day 
workplace injuries (Notes 1 and 2) 1,335*
Rate of fatal workplace injuries (Note 2) nil
*The rate in 2003 was 1,333.  The rate for 2004 includes the statistics in 
respect of the two acquisitions in the year. 
Notes 
1. Over 3-day workplace injury means an injury at work leading to an
absence from work of more than 3 days. 
2. The above rates are expressed per 100,000 employees per year, in line
with the normal reporting standard by the Health & Safety Executive. 
2. Environment
Policy
To promote and improve throughout the Group the benefits of
efficient usage of energy and water.
Actions
Recycling processes have been in use in the Group for many
years. Recycled materials and those that minimise negative
environmental impacts are used wherever possible. A steadily
increasing proportion of the packaging, paper, toner cartridges
and cartons used by the Group’s operations is recycled after use
and in many cases biodegradable packaging is used. 
It is in the interests of the environment and in the financial
interests of the Group to make the most efficient and
responsible use of energy. The practice of responsible resource
and energy management through reduced consumption and the
encouragement of energy and water efficiency is widespread
throughout the Group’s operations world-wide.
Developments during 2004 include:
Vinten continues to refine and develop its Environmental
Management System, taking into account appropriate best
practices. Vinten strives to improve consumption of materials in
all operations and to reduce, rather than have to dispose of,
waste wherever possible and to promote recycling and the use
of recycled materials. Vinten works in partnership with its
suppliers to minimise the impact of operations through a quality
purchasing policy and recycling through suppliers. They also
use a recycling system that covers paper, cans and plastic cups
and have an on-going water-efficiency programme.
Vinten has changed the protective finish on fasteners and
screws from zinc plate to an organic protective finish.  Soldering
fume extraction has been improved in robotics assembly areas
and trials in the use of lead free solder have been successfully
completed.  Waste paper recycling has been extended to the
whole of the Bury St Edmunds, Suffolk site and printer
cartridges are also recycled.  The viewing windows on machine
tools have been replaced to comply with imminent safety
regulations.  Vinten has also implemented a system of controlled
disposal of used electrical equipment.
In 2005 Vinten intends to maximise recycling opportunities via
an agreement with an external supplier who will manage all
waste disposal at the Bury St Edmunds site.  A documented,
and audited, Broadcast Camera Support ‘Environmental
Management System’ will be implemented at both the Bury St
Edmunds and the Costa Rica manufacturing sites.
In 2003 Drake introduced the use of standard thickness
packaging by switching from tri-wall to double-wall packing to
reduce cardboard use. The use of bespoke packaging also
reduced the use of bubble wrap and polystyrene chippings.
Drake has now further reduced the use of bubble wrap and
The Vitec Group
30
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 32 polystyrene chippings by increasing their use of bespoke
packaging. Cardboard, paper and toner cartridges are each
separately recycled. The building in Cambridge is generally
more energy efficient than its previous premises.
During 2004, Drake and Vinten in the UK commenced the
implementation of the EU Directives on Waste Electrical and
Electronic Equipment (WEEE), which must be in place by the
end of July 2005, and on the Restriction of Use of Certain
Hazardous Substances (ROHS), which comes into effect on 1
July 2006.  This has involved analysing in-house and third party
supplied components to ensure they contain increased use of
lead-free solder with the aim of phasing out, as quickly as
possible, the use of lead in solder and other components.
Clear-Com in the USA, although not covered by EU legislation, is
taking the same responsible approach to waste electrical and
electronic equipment and to restricting its use of certain
hazardous substances such as solder containing lead.
Cardboard and toner cartridges are also recycled by Clear-Com.
A cardboard only skip has been installed for cardboard
recycling.  Paper is recycled separately to cardboard.  Toner
cartridges are recycled either by The Roy Castle Lung Cancer
Foundation, a charity wholly dedicated to defeating lung cancer,
or through local vendors.  Further improvements necessary to
comply with WEEE and ROHS are planned for 2005.  There is a
continued reduction by Vitec Group Communications in the use
of bubble wrap and polystyrene chippings facilitated by the
increased use of bespoke packaging.
Anton/Bauer, Inc. continues to be an active member of the
battery recycling scheme in conjunction with the Rechargeable
Battery Recycling Corporation (RBRC).  Anton/Bauer pays
licensing fees to the RBRC, a non-profit public service
organization created to promote the recycling of portable
batteries, and places the RBRC seal on its products. In 2004
Anton/Bauer forwarded more than 35,000 pounds in weight of
nickel cadmium, lithium ion and nickel metal hydride batteries
returned to the company for recycling.  Anton/Bauer also is a
member of the PRBA (Portable Recharging Battery Association)
whose mission is to provide leadership in obtaining consistent
domestic and international solutions to environmental and other
selected issues affecting the use, recycling and disposal of small
sealed rechargeable batteries. 
OConnor continues to recycle the remnant ink from its printers
and photocopier, use energy saving light bulbs, use electronic
timers for heating and air conditioning units, and to recycle all of
its machine cutting chips and scrap metal. OConnor’s
hazardous waste materials and liquids are collected by a waste
management company for disposal. Deburr particles are
separated from process liquid by a cyclonic separator and
properly disposed of; the liquid is then reused. All of OConnor’s
product packaging is made of recycled materials.
At the manufacturing operation in Costa Rica we now use a high
proportion of bio-degradable packaging and have reduced the
use of cardboard.
Compared to 2003, the figures show an increase in the use of
electricity, gas and water. This is due to three factors; one, as a
result of increased activity levels by the Group, two, the
improved gathering process referred to earlier, particularly in
respect of overseas operating units, and three, the inclusion of
the energy consumed by the two businesses acquired in the
year.
3. Human rights
Policy
To comply with the laws and customs of each country in which
we operate. Not to use child labour. Not to discriminate in any
way and to give equal opportunities to all workers.
Actions
The above policy has been part of the Group’s approach for
many years. The Group’s operating companies are required to
include it as part of their employee policies and to comply.
Electricity usage 
(in kilowatt hours)
Gas usage
(in kilowatt hours)
Water usage
(in cubic metres)
Energy usage
in 2004
8,344,586 6,587,924 39,982
Annual Report 2004
31
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 33 Corporate Social Responsibility Report continued
4. Community impact and involvement
Policy
To contribute to local worthwhile causes and charities and to
ensure that the Group’s operations cause minimal negative
impact within the community.
Actions
For many years the Group has contributed to worthwhile causes.
Donations are usually, and have been in the past, made
primarily to children’s, cancer, police, fire brigade, drug
rehabilitation and other similar charities. The Group’s charity
committee reviews all written requests for donations and decides
on the level of donation and the charities to which donations are
made whilst taking into account its limited resources.
During 2004 donations were made to 22 charities. The amount
donated by the charity committee, from the Company’s Charities
Aid Foundation account, totalled £3,700 (2003: £7,000).  In
addition, the Company took part in the Christmas Carol Concert
at St Paul’s Cathedral held every two years in support of Cancer
Research UK for which the donation, including the
advertisement in the souvenir programme, totalled £4,000.
Like all companies, the Group has limited resources and the
amount of money available for charitable purposes varies from
time to time.
5. Relationships with suppliers, customers and other stakeholders
Policy
The Group recognises the obligations it has towards the parties
with whom it has business and other dealings such as its
customers, shareholders, employees, suppliers and advisers.
Dealings with those groups of people depend upon the honesty,
integrity and enthusiasm of its employees and every effort is
made to ensure that a high standard of expertise and business
principles is maintained in such dealings. Where appropriate,
training is given to maintain and to raise the standards.
Actions
As stated in the Directors’ Report, the Group’s policy with
suppliers is that individual subsidiary companies are responsible
for negotiating terms and conditions under which suppliers
operate. Once agreed, payments to suppliers are made in
accordance with those terms and conditions, subject always to
the supplier having complied with them. That policy has been in
place for a number of years and will continue for the financial
year ending 31 December 2005. We continue to review and
take action where appropriate to ensure the reliable and
consistent sources of quality materials from which our products
are made.
In all our dealings, honesty and integrity continue to be
paramount. The Group’s brands are a highly valuable asset and
every effort is made to enhance their reputation for high quality,
service and reliability. In 2005 we will have a common approach
to auditing ethical trading standards with suppliers.
The Vitec Group
32
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The Listing Rules require a company to include in its annual
report and accounts a statement of how it has applied the main
and supporting principles set out in the Code of Best Practice
(the "Code") The Listing Rules also require a company to
include a statement as to whether or not it has complied
throughout the accounting period with the Code provisions. A
company that has not complied with the Code provisions, or
complied with only some of the Code provisions or (in the case
of provisions whose requirements are of a continuing nature)
complied for only part of an accounting period, must specify the
Code provisions with which it has not complied, and (where
relevant) for what part of the period such non-compliance
continued, and give reasons for such non-compliance.
Statement of compliance
The Board considers that it has complied with the Code
throughout the year ended 31 December 2004. The Company
regularly reviews and revises its procedures, as necessary, to
take account of the requirements of the Code.
The Board
The Board met six times during the year and there is a formal
schedule of matters and levels of authority which are delegated
to the executive directors, all other matters and powers being
reserved to the Board or to its Committees.
Throughout the year the Board comprised two executive
directors and four, and at certain times of the year five, non-
executive directors. All the non-executive directors are
considered to be independent. Gareth Rhys Williams was a
director and the Chief Executive throughout the year. Alastair
Hewgill was the Finance Director throughout the year. During
2004 all the directors attended all the Board meetings except for
Alison Carnwath who was unable to attend the December Board
meeting.
The directors bring independent character and judgement to
bear on strategic matters, the performance of the Group, the
adequacy of resources and standards of conduct. The roles of
the Chairman (who is non-executive) and of the Chief Executive
are separate and they each have a clear written division of
responsibilities approved by the Board. David Bell is the Senior
Independent Director. Outside of Board meetings, the non-
executive directors maintain regular contact with each other by
telephone and usually meet prior to Board meetings. The same
pattern of contact between Board meetings is planned to
continue throughout 2005.
Directors, having notified the Chairman, are able to take
independent professional advice at the Company’s expense in
furtherance of their duties. All new directors are given an
extensive introduction to the Group, including meeting with
senior executives and visiting the Group’s principal operations
both in the UK and overseas. All directors have access to the
advice and services of the Group Company Secretary.
The papers supplied for consideration by the Board are
provided on a timely basis and include budgets, strategy papers,
reviews of the Group’s financial position and operating
performance and annual and interim reports and accounts.
Further information is supplied from time to time as and when
requested by the Board.
The Board has an Audit Committee, a Remuneration Committee
and a Nominations Committee. Each Committee has formal
terms of reference which are available by request from the
Company Secretary or can be viewed on the Company’s website.
The terms of reference and the effectiveness of the Board and
of each Committee are regularly reviewed and changes made
where necessary.  During 2004, the points raised by the
members of each Committee were summarised and tabled at a
Board meeting at which they were discussed and an action plan
agreed.
Individual director performance evaluation has also taken place.
In the case of the executive directors this evaluation takes place
regularly throughout the year against achievement of specific
objectives. Evaluation of the Chairman was carried out by the
Senior Independent Director in 2003.  Alison Carnwath stepped
down as Chairman at the end of October 2004.  Michael Harper,
the new Chairman, had just two months in the role by the end
of the year and, therefore, only a brief evaluation of the
Chairman was carried out by the Senior Independent Director at
the end of 2004.  Evaluation of each of the other non-executive
directors was carried out by the Chairman prior to her stepping
down at the end of October 2004. Each evaluation has been
carried out by using written questionnaires and has been
discussed individually with each of the relevant non-executive
directors. Similar evaluations will take place each year in the
future.
Audit Committee
The Committee is chaired by Nigel Moore. The other members
of the Committee are David Bell, Michael Harper, John Potter
and Will Wyatt.  Each member of the Committee is required to
be, and is, independent. The Company’s external auditors are
invited to attend meetings of the Committee on a regular basis.
During 2004 the Committee met three times. At two of those
meetings the executive directors were not present for part of the
meeting so that members of the Committee could meet with the
auditors. The practice of the Committee meeting alone with the
auditors will continue in the future.
Duties of the Committee:
Financial Reporting
Monitoring the integrity of the financial statements of the
Company, including its annual and interim reports, preliminary
results’ announcements and any other formal announcement
relating to its financial performance, reviewing significant
financial reporting issues and judgements which they contain.
Reviewing the annual financial statements of the pension funds
where not reviewed by the Board as a whole.
Annual Report 2004
33
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Internal Controls and Risk Management Systems
Keeping under review the effectiveness of the Company’s
internal controls and risk management systems; and reviewing
and approving the statements to be included in the annual
report concerning internal controls and risk management.
Whistleblowing
Reviewing the Company’s arrangements for its employees to
raise concerns, in confidence, about possible wrongdoing in
financial reporting or other matters. The Committee ensures that
these arrangements allow proportionate and independent
investigation of such matters and appropriate follow up action.
Internal Audit
The Company does not have an internal audit function.
However, the need for such a function is regularly reviewed and
considered by the Committee. (Refer to the final paragraph of
Internal Control and Risk Management).
External Audit
Considering and making recommendations to the Board, to be
put to shareholders for approval at the annual general meeting,
in relation to the appointment, re-appointment and removal of
the Company’s external auditors. The Committee oversees the
selection process for new auditors and, if the auditors resign,
the Committee is required to investigate the issues leading to
this and decide whether any action is required.
Overseeing the relationship with the external auditors including,
but not limited to:
• approving its remuneration, whether fees for audit or non audit
services and that the level of fees is appropriate to enable an
adequate audit to be conducted;
• approving its terms of engagement, including any engagement
letter issued at the start of each audit and the scope of the
audit;
• assessing annually its independence and objectivity taking into
account relevant professional and regulatory requirements and
the relationship with the auditors as a whole, including the
provision of any non audit services;
• satisfying itself that there are no relationships (such as family,
employment, investment, financial or business) between the
auditors and the Company (other than in the ordinary course
of business);
• agreeing with the Board a policy on the employment of former
employees of the Company’s auditors, then monitoring the
implementation of this policy;
• monitoring the auditors’ compliance with relevant ethical and
professional guidance on the rotation of audit partners, the
level of fees paid by the Company compared to the overall fee
income of the firm, office and partner and other related
requirements;
• assessing annually its qualifications, expertise and resources
and the effectiveness of the audit process which shall include
a report from the external auditors on their own internal 
quality procedures;
• meeting regularly with the external auditors, including at the
planning stage before the audit and after the audit at the
reporting stage. The Committee meets the external auditors at
least once a year, without executive directors being present, to
discuss their remit and any issues arising from the audit;
• reviewing and approving the annual audit plan and ensuring
that it is consistent with the scope of the audit engagement;
• reviewing the findings of the audit with the external auditors.
This includes but is not limited to the following;
• a discussion of any major issues that arose during the audit,
• any accounting and audit judgements, and 
• levels of errors identified during the audit. 
• reviewing the effectiveness of the audit and reviewing any
representation letter requested by the external auditors before
it is signed by management;
• reviewing the management letter and management’s response
to the auditors’ findings and recommendations;
• developing and implementing a policy on the supply of non
audit services by the external auditors, taking into account any
relevant ethical guidance on the matter. 
Reporting Responsibilities
• The Committee Chairman reports to the Board on its
proceedings after each meeting on all matters within its duties
and responsibilities.
• The Committee makes whatever recommendations to the
Board it deems appropriate on any area within its remit where
action or improvement is needed. 
Other Matters
The Committee has access to sufficient resources in order to
carry out its duties, including access to the Company Secretary
for assistance as required;
The Committee members are provided with training as and
when required, both in the form of an induction programme for
new members and on an ongoing basis for all members;
The Committee may oversee any investigation of activities which
are within its terms of reference and act as a court of the last
resort; and
At least once a year, reviewing its own performance, constitution
and terms of reference to ensure it is operating at maximum
effectiveness and recommending any changes it considers
necessary to the Board for approval.
Authority
The Committee is authorised to seek any information it requires
from any employee of the Company in order to perform its
duties and to obtain, at the Company’s expense, outside legal or
other professional advice on any matter within its terms of
reference. It is also authorised to call any employee to be
questioned at a meeting of the Committee as and when
required.
The Vitec Group
34
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The Committee is chaired by David Bell.  The other members of
the Committee are Michael Harper, Nigel Moore, John Potter
and Will Wyatt.  Each member of the Committee is independent.
During 2004, the Committee met four times.
Duties of the Committee:
• determining and agreeing with the Board the framework or
broad policy for the remuneration of the Company’s Chairman,
the executive directors, the Company Secretary and such
other members of the executive management as it is
designated to consider. No director or manager may be
involved in any decisions as to their own remuneration;
• in determining such policy, taking into account all factors
which it deems necessary. The objective of such policy is to
ensure that members of the executive management of the
Company are provided with appropriate incentives to
encourage enhanced performance and are, in a fair and
responsible manner, rewarded for their individual contributions
to the success of the Company;
• reviewing the ongoing appropriateness and relevance of the
remuneration policy;
• approving the design of, and determining targets for, any
performance related pay schemes operated by the Company
and approving the total annual payments made under such
schemes;
• reviewing the design of all share incentive plans for approval
by the Board and shareholders. For any such plans,
determining each year whether awards will be made, and if
so, the overall amount of such awards, the individual awards
to executive directors and other senior executives and the
performance targets to be used;
• determining the policy for, and scope of, pension
arrangements for each executive director and other senior
executives;
• ensuring that contractual terms on termination, and any
payments made, are fair to the individual, and the Company,
that failure is not rewarded and that the duty to mitigate loss is
fully recognised;
• within the terms of the agreed policy and in consultation with
the Chairman and/or Chief Executive as appropriate,
determining the total individual remuneration package of each
executive director and other senior executives including
bonuses, incentive payments and share options or other share
awards;
• in determining such packages and arrangements, give due
regard to any relevant legal requirements, the provisions and
recommendations in the Code and the UK Listing Authority’s
Listing Rules and associated guidance;
• reviewing and noting annually the remuneration trends across
the Company or Group;
• overseeing any major changes in employee benefits structures
throughout the Company or Group;
• agreeing the policy for authorising claims for expenses from
the Chief Executive and Chairman;
• ensuring that all provisions regarding disclosure of
remuneration including pensions, as set out in the Directors’
Remuneration Report Regulations 2002 and the Code are
fulfilled; and
• be exclusively responsible for establishing the selection
criteria, selecting, appointing and setting the terms of
reference for any remuneration consultants who advise the
Committee: and to obtain reliable, up-to-date information
about remuneration in other companies. The Committee shall
have full authority to commission any reports or surveys that it
deems necessary to help it fulfil its obligations. 
Reporting Responsibilities
• The Committee Chairman reports formally to the Board on its
proceedings after each meeting on all matters within its duties
and responsibilities.
• The Committee makes whatever recommendations to the
Board it deems appropriate on any area within its remit where
action or improvement is needed. 
Other Responsibilities
• The Committee, at least once a year, reviews its own
performance, constitution and terms of reference to ensure it
is operating at maximum effectiveness and recommends any
changes it considers necessary to the Board for approval. 
Authority
The Committee is authorised by the Board to seek any
information it requires from any employee of the Company in
order to perform its duties. The Committee is also authorised by
the Board, in connection with the Committee’s duties, to obtain,
at the Company’s expense, any outside legal or other
professional advice.
Nominations Committee
The Committee is chaired by Will Wyatt. The other members of
the Committee are David Bell, Michael Harper, Nigel Moore and
John Potter.  The Committee is delegated authority by the Board
to deal with succession planning and making recommendations
to the Board on all new Board appointments. During 2004, the
Committee met formally on one occasion but also met by
conference telephone and with the executive directors in
attendance on a number of occasions to consider and discuss
the process and progress on the appointments of Mr Harper
and Mr Moore as non-executive directors.
Annual Report 2004
35
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 37 Corporate Governance continued
Duties of the Committee:
• regularly reviewing the structure, size and composition
(including the skills, knowledge and experience) required of
the Board in the future compared to its current position and
making recommendations to the Board with regard to any
changes;
• giving full consideration to succession planning for directors
and other senior executives, taking into account the
challenges and opportunities facing the company, and the
skills and expertise needed on the Board in the future;
• being responsible for identifying and nominating for the
approval of the Board, candidates to fill board vacancies as
and when they arise;
• before appointment is made by the Board, evaluating the
balance of skills, knowledge and experience on the Board,
and, in the light of this evaluation preparing a description of
the role and capabilities required for a particular appointment.
In identifying suitable candidates the Committee:
• uses open advertising or the services of external advisers to
facilitate the search;
• considers candidates from a wide range of backgrounds;
and
• considers candidates on merit and against objective criteria,
taking care that appointees have enough time available to
devote to the position;
• keeping under review the leadership needs of the Company,
both executive and non-executive, with a view to ensuring the
continuing ability of the Company to compete effectively in the
marketplace;
• keeping up to date and fully informed about strategic issues
and commercial changes affecting the company and the
market in which it operates;
• reviewing annually the time required from non-executive
directors. Performance evaluation should be used to assess
whether the non-executive directors are spending enough time
to fulfil their duties; and
• ensuring that on appointment to the Board, non-executive
directors receive a formal letter of appointment setting out
clearly what is expected of them in terms of time commitment,
committee service and involvement outside board meetings. 
The Committee also makes recommendations to the Board
concerning:
• formulating plans for succession for both executive and non-
executive directors and in particular for the key roles of
Chairman and Chief Executive;
• suitable candidates for the role of Senior Independent
Director;
• membership of the Audit and of the Remuneration
Committees, in consultation with the Chairmen of those
Committees;
• the re-appointment of any non-executive director at the
conclusion of their specified term of office having given due
regard to their performance and ability to continue to
contribute to the Board in the light of the knowledge, skills
and experience required;
• the continuation (or not) in service of any director who has
reached the age of 70;
• the re-election by shareholders of any director under the
‘retirement by rotation’ provisions in the Company’s articles of
association having due regard to their performance and ability
to continue to contribute to the Board in the light of the
knowledge, skills and experience required;
• any matters relating to the continuation in office of any
director at any time including the suspension or termination of
service of an executive director as an employee of the
Company subject to the provisions of the law and their service
contract; and
• the appointment of any director to executive or other office
other than to the positions of Chairman and Chief Executive,
the recommendation for which would be considered at a
meeting of the full Board. 
Reporting Responsibilities
• The Committee Chairman reports formally to the Board on its
proceedings after each meeting on all matters within its duties
and responsibilities.
• The Committee makes whatever recommendations to the
Board it deems appropriate on any area within its remit where
action or improvement is needed. 
Other Responsibilities
The Committee, at least once a year, reviews its own
performance, constitution and terms of reference to ensure it is
operating at maximum effectiveness and recommends any
changes it considers necessary to the Board for approval.
Authority
The Committee is authorised by the Board to seek any
information it requires from any employee of the Company in
order to perform its duties. The Committee is also authorised by
the Board, in connection with the Committee’s duties, to obtain,
at the Company’s expense, any outside legal or other
professional advice.
The Vitec Group
36
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The Chairman and the other non-executive directors are
appointed for an initial period of three years which, with the
approval of the Nominations Committee and the Board, would
normally be extended for a further three years. In exceptional
circumstances, appointments of non-executive directors may be
extended beyond six years, with the approval of the Nominations
Committee, the Board and the individual director concerned, if it
is in the interests of the Group to do so.
Under the Company’s Articles of Association, each director is
required to be re-elected at the third Annual General Meeting
following that at which he or she was last elected or re-elected.
John Potter and Gareth Rhys Williams will retire and will be
proposed for re-election at the 2005 Annual General Meeting.
Two new non-executive directors were appointed during the
year, Nigel Moore, on 1 March 2004 and Michael Harper on 14
June 2004.  Mr Moore was appointed as a member of the Audit
Committee and he took over the chairmanship of that
Committee on 31 August 2004.  Mr Harper took over as
Chairman when Alison Carnwath stepped down at the end of
October 2004. Mr Moore’s appointment was approved by
shareholders at the 2004 Annual General Meeting.  Mr Harper
will be proposed for election at the 2005 Annual General
Meeting.  
Mr Potter has now completed six years service as a non-
executive director.  He has significant business experience and
detailed knowledge of the Group and has been asked, and has
agreed, to continue in his current role for a further period. At the
appropriate time, the Nominations Committee will undertake a
search for his successor.
Relations with Shareholders
The Board recognises the importance of maintaining regular
contact with its shareholders to ensure that its businesses,
strategy and remuneration policies are understood and that any
concerns are addressed in a constructive way. The Board
communicates with its shareholders through a combination of
public announcements through the Stock Exchange, analyst
briefings and press interviews at the time of the announcements
of the interim and the full year results and, when appropriate, at
other times in the year. The executive directors and the
Chairman also meet with investors from time to time during the
year. The annual general meeting offers a further opportunity for
the directors to meet with shareholders.
At meetings of shareholders, the level of proxy votes received,
together with the numbers of votes in favour, against and
withheld, is announced after each resolution has been dealt with
on a show of hands. Separate resolutions are proposed for each
issue upon which shareholders are asked to vote.  The Group’s
website is being expanded to contain details of the resolutions
and the voting thereon.
The Company has complied with the requirement set out in the
Code in respect of shareholders’ meetings to send the notice of
annual general meeting and related papers at least 20 working
days before the meeting. It will continue to comply with the
requirement.
Internal control and risk management
The Board is responsible for the Group’s system of internal
control to safeguard shareholders’ investment and the
Company’s assets. As part of its responsibility, the Board
regularly, and at least annually, reviews the effectiveness of its
internal controls. The Group has systems and procedures for
internal control that are designed to provide reasonable control
over the activities of the Group and to enable the Board to fulfil
its legal responsibility for the keeping of proper accounting
records, safeguarding the assets of the Group and detecting
fraud and other irregularities. However, it is recognised that it is
in the nature of any business that business and commercial
risks must be taken and that for a business to succeed,
enterprise, initiative and the motivation of employees are key
elements that must not be unduly stifled. It is not the intention
of the Group to avoid all commercial risks and commercial
judgements will have to be made in the course of the
management of the business.
The Board has adopted a risk-based approach to establishing
the system of internal control. The application, and the process,
followed by the Board in reviewing the effectiveness of the
system of internal control during the year are as follows:
• operating company management is charged with the ongoing
responsibility for identifying risks facing each of the businesses
and for putting in place procedures to monitor and manage
risks.
• the responsibilities of the chief executive officer and chief
financial officer at each operating unit to manage risks within
their businesses are periodically reinforced by Group executive
management.
• major commercial, technological and financial risks to the
Group are formally assessed during the annual long-term
business planning process around mid-year. These plans and
the attendant risks to the Group are reviewed and considered
by the Board.
• large capital projects, product development projects and
acquisitions and disposals require Board approval.
• the process by which the Board reviews the effectiveness of
internal control has been agreed by the Board and
documented. This involves regular reviews by the Board, of
the major business risks of the Group together with the
controls in place to manage those risks as reported to the
Board by the chief executives of each division. In addition,
each year businesses formally review, in detail, all of their
business risks and their internal controls, including finance,
cash, IT, sales, purchasing and logistics. They then prepare
statements that describe the extent of their compliance with
control objectives. These statements are approved by the chief
executive officer and chief financial officer of each operating
unit and submitted to Group executive management for
review. Any significant matters arising from this review are
formally reported to the Board by the Finance Director. The
risk and control identification and certification process is
monitored and periodically reviewed by Group financial
management.
Annual Report 2004
37
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• A centralised database of risks facing the Group, as well as
each individual business, and an evaluation of the impact and
likelihood of those risks is maintained and updated regularly.
• The Board has established a control framework within 
which the Group operates. This contains the following 
key elements:
• organisational structure with clearly defined lines 
of responsibility, delegation of authority and 
reporting requirements.
• defined expenditure authorisation levels.
• on-site and telephone conferencing operations reviews
covering all aspects of each business are conducted by
Group executive management on a regular basis throughout
the year.
• comprehensive system of financial reporting. The annual
budget and long term plan of each operating company are
reviewed in detail and approved by the executive directors.
The Board approves the overall Group’s budget and plans.
Monthly actual results are reported against prior year and
monthly budgets. Forecasts are revised where necessary but
formally at least once every quarter. Any significant changes
and adverse variances are questioned by the Group
executive directors and remedial action is taken where
appropriate. Group tax and treasury is co-ordinated
centrally. There is weekly cash and treasury reporting to
Group financial management and periodic reporting to the
Board on the Group’s tax and treasury position. 
The Board considers that it has fully complied with the Code
during the year and up to the date of approval of the annual
report and accounts and that it accords with Turnbull guidance.
The Group does not have an internal audit function. However,
the need for such a function is regularly reviewed. The current
conclusion of the Board is that an internal audit function is not
required given the scale, diversity and complexity of the Group’s
activities. Where required, third party audit consultants,
independent from the companies’ external auditors, are used on
specific assignments. The Company believes it can access
professional internal audit support in the relevant country more
effectively than by having an internal department. Three such
outsourced audits took place in 2004. 
Going concern
The directors have made appropriate enquiries and consider
that the Group has adequate resources to continue in
operational existence for the foreseeable future. Accordingly, the
directors continue to adopt the going concern basis in preparing
the accounts.
Statement of directors’ responsibilities
Company law requires the directors to prepare financial
statements for each financial year which give a true and fair
view of the state of affairs of the Company and of the Group and
of the profit or loss for that period. In preparing those financial
statements, the directors are required to:
• select suitable accounting policies and then apply them
consistently;
• make judgements and estimates that are reasonable and
prudent;
• state whether applicable accounting standards have been
followed, subject to any material departures disclosed and
explained in the financial statements; and
• prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the company and
the Group will continue in business.
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 have general responsibility for taking such steps as
are reasonably open to them to safeguard the assets of the
Group and to prevent and detect fraud and other irregularities.
The Vitec Group
38
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 40 Independent Auditors’ Report to the members
of The Vitec Group plc
We have audited the financial statements on pages 40 to 70.
We have also audited the information in the directors’
remuneration report that is described as having been audited.
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 are responsible for preparing the Annual Report
and the directors’ remuneration report.   As described on page
38, this includes responsibility for preparing the financial
statements in accordance with applicable United Kingdom law
and accounting standards.  Our responsibilities, as independent
auditors, are established in the United Kingdom by statute, the
Auditing Practices Board, the Listing Rules of the Financial
Services Authority, and by our profession’s ethical guidance.
We report to you our opinion as to whether the financial
statements give a true and fair view and whether the financial
statements and the part of the directors’ remuneration report to
be audited have been properly prepared in accordance with the
Companies Act 1985.  We also report to you if, in our opinion,
the directors’ report is not consistent with the financial
statements, if 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 transactions with
the group is not disclosed.
We review whether the corporate governance statement on
pages 33 to 38 reflects the company’s compliance with the nine
provisions of the 2003 FRC Code specified for our review by the
Listing Rules, and we report if it does not.  We are not required
to consider whether the board’s statements on internal control
cover all risks and controls, or form an opinion on the
effectiveness of the group’s corporate governance procedures or
its risk and control procedures. 
We read the other information contained in the Annual Report,
including the corporate governance statement and the
unaudited part of the directors’ remuneration report, and
consider whether it is consistent with the audited financial
statements.  We consider the implications for our report if we
become aware of any apparent misstatements or material
inconsistencies with the financial statements.
Basis of audit opinion
We conducted our audit in accordance with Auditing Standards
issued by the Auditing Practices Board.  An audit includes
examination, on a test basis, of evidence relevant to the
amounts and disclosures in the financial statements and the
part of the directors’ remuneration report to be audited.  It also
includes an assessment of the significant estimates and
judgements made by the directors in the preparation of the
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 financial statements and the part of the
directors’ remuneration report to be audited 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 and the part of the directors’ remuneration
report to be audited.
Opinion
In our opinion:
• the financial statements give a true and fair view of the state
of affairs of the company and the group as at 31 December
2004 and of the profit of the group for the year then ended;
and
• the financial statements and the part of the directors’
remuneration report to be audited have been properly
prepared in accordance with the Companies Act 1985.
KPMG Audit Plc
Chartered Accountants
Registered Auditor
London
7 March 2005
Annual Report 2004
39
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 41 Consolidated Profit and Loss Account
For the year ended 31 December 2004
Turnover 3
Existing operations 180.1 180.1 170.4
Acquisitions 5.3 5.3 -
Continuing operations 185.4 185.4 170.4
Discontinued operation - - 22.4
185.4 185.4 192.8
Cost of sales 4 (108.9) (108.9) (111.4)
Gross profit 76.5 76.5 81.4
Net operating expenses 4/5 (58.7) (2.1) (1.8) (62.6) (68.9)
Operating profit 3/6
Existing operations 17.1 (2.1) (1.8) 13.2 12.5
Acquisitions 0.7 0.7-
Continuing operations 17.8 (2.1) (1.8) 13.9 12.5
Loss on disposal of discontinued operation - (3.0)
Profit on ordinary activities before interest 17.8 (2.1) (1.8) 13.9 9.5
Net interest payable 23 (1.6) (1.6) (1.7)
Profit on ordinary activities before tax 16.2 (2.1) (1.8) 12.3 7.8
Tax on profit on ordinary activities 9 (6.8) 0.9 (5.9) (2.3)
Profit on ordinary activities after tax and for the financial year 9.4 (1.2) (1.8) 6.4 5.5
Dividends 10 (6.1) (9.3)
Retained profit/(loss) for the year transferred to reserves22 0.3 (3.8)
Basic earnings per share 11 15.6p 13.6p
Diluted earnings per share 11 15.5p 13.5p
Adjusted basic earnings per share
(3)
11 22.9p 23.9p
(1)
Net operating expenses in the year ended 31 December 2003 included £1.0 million of exceptional restructuring costs relating to the closure of Radamec
Broadcast Systems’ manufacturing facility at Chertsey, UK, £0.9 million of exceptional costs relating to the unsuccessful acquisition of EVS Broadcast
Systems, and £3.4 million of goodwill amortisation & impairment. No related tax credit was recognised on these costs.
(2)
Includes a tax credit of £4.1 million in respect of the loss on sale of discontinued operation.
(3)
Adjusted basic earnings per share is presented as the Directors consider that this gives valuable additional information about the ongoing earnings
performance of the Group.
There is no material difference between the Group’s profit and loss account and the historical cost profit and loss account. Accordingly, no note of the
historical cost profit and loss for the period has been presented.
(1)
(2)
Notes
Before
exceptional
items, goodwill
amortisation
& impairment
£m
Exceptional
items
£m
Goodwill
amortisation
& impairment
£m
2004 
Total
£m
2003 
Total
£m
The Vitec Group
40
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 42 Balance Sheets
As at 31 December 2004
Fixed assets
Intangible assets 12 8.2 10.1 - -
Tangible assets 13 33.9 34.5 1.9 2.0
Investments 14 - - 206.5 154.7
42.1 44.6 208.4 156.7
Current assets
Stocks 15 32.6 33.2 - -
Debtors 16 38.5 42.2 3.2 2.8
Cash at bank and in hand 23 14.4 15.6 17.5 4.0
85.5 91.0 20.7 6.8
Creditors - due within one year 17 (59.4) (37.3) (148.8) (52.6)
Net current assets/(liabilities) 26.1 53.7 (128.1) (45.8)
Total assets less current liabilities 68.2 98.3 80.3 110.9
Creditors - due after more than one year 17 (0.1) (26.1) - (26.0)
Provisions for liabilities and charges 19 (11.4) (12.4) (0.1) (0.1)
Net assets 56.7 59.8 80.2 84.8
Capital and reserves
Called up share capital 21 8.2 8.2 8.2 8.2
Share premium account 22 2.7 2.6 2.7 2.6
Capital redemption reserve 22 1.6 1.6 1.6 1.6
Revaluation reserve 22 1.4 1.5 0.9 0.9
Other reserves 22 - - 53.7 53.7
Profit and loss account 22 42.8 45.9 13.1 17.8
Shareholders’ funds - equity 56.7 59.8 80.2 84.8
(1)
Shareholders’ funds have been restated to show the investment held in respect of grants under share option schemes as a deduction (see Note 1).
Approved by the Board on 7 March 2005 and signed on its behalf
Alastair Hewgill
Director
Notes
2004
£m
Group
Restated 
2003
£m
2004
£m
Company
Restated
2003 
£m
(1) (1)
Annual Report 2004
41
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 43 Consolidated Statement of Total Recognised Gains
and Losses
For the year ended 31 December 2004
Profit for the financial year 6.4 5.5
Exchange rate movements on foreign net investments (3.5) (0.9)
Total recognised gains and losses relating to the year 2.9 4.6
Prior year adjustment for ESOP accounting (see Note 1) (0.5) -
Total recognised gains and losses since last annual report 2.4 4.6
Reconciliation of Movements in Consolidated
Shareholders’ Funds
For the year ended 31 December 2004
Profit for the financial year 6.4 5.5
Dividends (6.1) (9.3)
Retained profit/(loss) for the year 0.3 (3.8)
Exchange rate movements on foreign net investments (3.5) (0.9)
Goodwill previously written off included in profit for the financial year 2.1
New share capital subscribed 0.1 -
Net decrease in shareholders’ funds (3.1) (2.6)
Opening shareholders’ funds (originally £62.9 million before deducting
prior year adjustment of £0.5 million - see Note 1) 59.8 62.4
Closing shareholders’ funds 56.7 59.8
2004
£m
2003
£m
2004
£m
2003
£m
The Vitec Group
42
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 44 Consolidated Cashflow Statement
For the year ended 31 December 2004
Net cash inflow from operating activities 6 22.5 28.7
Returns on investments and servicing of finance
Interest received 0.1 0.2
Interest paid (1.7) (2.0)
Net cash outflow from returns on investments and servicing of finance (1.6) (1.8)
Tax Paid (1.4) (10.8)
Capital expenditure and financial investments
Purchase of tangible fixed assets (10.0) (10.2)
Sale of tangible fixed assets 1.6 2.4
Net cash outflow from capital expenditure and financial investments (8.4) (7.8)
Acquisitions & disposals
Purchase of subsidiary undertakings (1.5) (6.4)
Disposal of subsidiary undertakings - 2.6
Net cash outflow from acquisitions and disposals (1.5) (3.8)
Equity dividends paid (9.3) (9.3)
Net cash inflow before financing 0.3 (4.8)
Financing
Issue of shares 0.1 -
Repayment of loans (1.6) (1.9)
New unsecured loan 
(1)
- 5.4
Net cash (outflow)/inflow from financing (1.5) 3.5
Decrease in cash in the year 23 (1.2) (1.3)
(1)
In 2003, new unsecured loans of £5.4 million were obtained by ALU srl prior to its sale and were transferred as part of the disposal of that business.
Notes
2004
£m
2003
£m
Annual Report 2004
43
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 45 Notes to the Accounts
1 Basis of presentation
The consolidated profit and loss account and balance sheets include the accounts of the Company and its subsidiary
undertakings made up to 31 December 2004. The accounts have been prepared in accordance with all applicable accounting
standards under the historical cost convention modified to include the revaluation of certain land and buildings.
The Urgent Issues Task Force (UITF) Abstract 38 changes the presentation of an entity’s own shares held in an Employee Share
Ownership Plan (ESOP) Trust by requiring them to be deducted in arriving at the shareholders’ funds instead of showing them as
an asset. Accordingly, the prior periods’ balance sheets have been restated to show shares held in respect of grants under share
option schemes of £0.5 million as at 31 December 2004 and as at 31 December 2003 as a deduction from shareholders’ funds
instead of as a fixed asset investment.
2 Accounting policies
Basis of consolidation
The results of subsidiaries sold or acquired during the year are included in the accounts up to, or from, the date that control
passes, unless otherwise stated.
For acquisitions made prior to 1 January 1998, the differences between the fair value of the consideration paid for investments
in subsidiaries or businesses and the fair value of their net assets at the date of acquisition is treated as purchased goodwill and
is written off directly against reserves.
For acquisitions made on or after 1 January 1998, purchased goodwill arising from the differences between the fair value of the
consideration paid and the fair value of the net assets acquired as at the date of acquisition is capitalised in the balance sheet
as an intangible asset. Positive goodwill is being charged to the profit and loss account through amortisation on a straight-line
basis over its estimated useful life up to a maximum of 20 years. Negative goodwill is being recognised in the profit and loss
account in the periods in which the non-monetary assets are recovered, through depreciation or sale.
Impairment tests are carried out on the purchased goodwill arising on acquisitions that occurred in the preceding year or when a
triggering event occurs. Where necessary, provision is made for any impairment that has arisen.
Turnover
Turnover, which excludes value added tax and sales between Group companies, represents the value of products and services
sold. Other than for long term contracts, the treatment of which is set out separately below, revenue arising from product sales is
recognised when title passes to the customer.
Revenue arising from asset rental is recognised over the duration of the rental contract at the gross amount billed to the
customer, where we act as the principal in the rental transaction.
Long term contracts
The amount of profit attributable to the stage of completion of a long term contract is recognised when the outcome of the
contract can be forseen with reasonable certainty. Turnover for such contracts is stated at cost appropriate to the stage of
completion plus attributable profits, less amounts recognised in previous years. Provision is made for any losses as soon as they
are forseen.
Contract work in progress is stated at costs incurred, less those transferred to the profit and loss account, after deducting
forseeable losses and payments on account not matched with turnover.
Amounts recoverable on contracts are included in debtors and represent turnover recognised in excess of payments received on account.
Foreign currencies
Transactions in foreign currencies with overseas customers and suppliers are converted at the average rates for the months in
which transactions occur. Profits and losses arising from the difference between these rates and contracted rates on forward
exchange contracts, which are set up as hedges against such sales and purchases, are recorded in cost of sales. Foreign trading
profits and cash flows are translated at the average rates for the year. Monetary assets and liabilities are translated at the year-
end rates and the gains or losses on translation are included in the profit and loss account. Differences on translation of
investments in overseas companies are taken directly to reserves.
Research and development
Expenditure on the Group’s research and development projects is generally charged to the profit and loss account in the year in
which it is incurred. In certain specialised cases where a development project meets clearly defined criteria and the commercial
outcome can be assessed with reasonable certainty, development expenditure is capitalised. Such capitalised expenditure is
amortised over the life of the project.
The Vitec Group
44
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 46 Investments
Fixed asset investments are stated individually at cost less, where appropriate, provision for impairment in value. Current asset
investments are stated at the lower of cost and net realisable value. Cost includes, where appropriate, accrued interest.
Fixed assets and depreciation
Depreciation is provided at rates estimated to write off the cost or valuation of the relevant assets less their estimated residual
values by equal annual amounts over their expected useful lives. No depreciation is provided on freehold land. Other fixed assets
are depreciated at the rates indicated below:
Freehold and long leasehold buildings 2
1
/ 2% – 5% on cost or valuation
Short leasehold property over the remaining period of the lease
Plant and machinery 12
1
/ 2% – 25% on cost
Motor vehicles 25% – 33 
1
/ 3% on cost
Equipment, fixtures & fittings 10% – 33 
1
/ 3% on cost
IT development costs 20% on cost
Rental equipment 20% on cost
Fixed assets are stated at cost except that, as allowed FRS 15 ‘Tangible Fixed Assets’, on adoption of that standard in the year
ending 31 December 2000 when the book amounts of revalued land and buildings were retained.  These book values are based
on the previous revaluation on 31 March 1989 and have not been subsequently revalued.
Stock and work in progress
Stock and work in progress is valued at the lower of cost and net realisable value, less progress payments. Cost includes
materials, direct labour and production overheads incurred in bringing stocks and work in progress to their present location and
condition.
Capital instruments
Capital instruments are stated in the balance sheet after the deduction of issue costs, which are charged to the profit and loss
account over the term of the debt.
Receipts and payments on interest rate instruments are recognised on an accruals basis over the life of the instrument. Cash
flows associated with derivative financial instruments are classified in the cash flow statement in a manner consistent with those
of the transactions being hedged.
Deferred tax
The charge for taxation is based on the profit for the year and takes into account tax deferred because of timing differences
between the treatment of certain items for tax and accounting purposes. Full provision for deferred tax is made, on an un-
discounted basis, where there is an obligation to pay more tax, or a right to pay less tax, in the future. Deferred tax assets are
recognised to the extent that it is regarded as more likely than not that they will be recovered.
Pension costs
The costs of providing pensions for employees under defined benefit pension schemes are charged to the profit and loss account
over the working lives of the employees in accordance with the recommendations of qualified actuaries. Any funding surpluses or
deficits that may arise are amortised over the average working life of the employees but surpluses may first be used to improve
members’ benefits. The costs of providing pensions for employees under state and other defined contribution schemes are
expensed as incurred.
FRS 17 ‘Retirement Benefits’. This Standard replaces use of actuarial values for assets in a pension scheme in favour of a
market-based approach. In order to cope with the volatility inherent in this measurement basis, the Standard requires that the
profit and loss account shows the relatively stable ongoing service cost, interest cost and expected return on assets. Fluctuations
in market values and changes in actuarial assumptions are reflected in the statement of total recognised gains and losses. The
Group has continued to account for pensions and other post employment benefits in accordance with SSAP 24 but has complied
with the transitional disclosure requirements of FRS 17.
Employee share schemes
The costs of awards to employees that take the form of shares or rights to shares (including conditional rights) are recognised
over the periods to which the employees’ performance relates. No cost is recognised in respect of SAYE schemes that are offered
on similar terms to all or substantially all employees.
Leases
Rentals under operating leases are charged to the profit and loss account on a straight-line basis.
Assets held for short-term rental are recorded as plant and machinery within fixed assets and depreciated over their estimated
useful lives. Rental income from these assets is recognised as earned on a straight-line basis over the rental period.
Annual Report 2004
45
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 47 3.1 Class of business
Broadcast Systems 3.9 3.9 86.9 81.9 38.2 35.9
Photographic 12.3 13.9 68.7 61.5 26.3 29.4
Broadcast Services 1.6 - 29.8 27.0 12.3 15.7
17.8 17.8 185.4 170.4 76.8 81.0
Goodwill amortisation and impairment 
(1)
(1.8) (3.4)
Exceptional items 
(2)
(2.1) (1.9)
13.9 12.5 185.4 170.4 76.8 81.0
Discontinued operation 
(3)
(3.0) 22.4 -
13.9 9.5 185.4 192.8 76.8 81.0
Group net liabilities 
(4)
(20.1) (21.2)
56.7 59.8
(1)
Goodwill amortisation relates to Broadcast Systems - £0.8 million (2003: £0.7 million), Photographic - £0.2 million (2003: £0.1 million) and Broadcast
Services - £0.4 million (2003: £0.5 million). Impairment losses of £0.4 million (2003: £nil) relate to Broadcast Systems and £nil (2003: £2.1 million)
relate to Broadcast Services.
The net book value of goodwill relates to Broadcast Systems - £3.3 million (2003: £4.6 million), Photographic - £2.6 million (2003: £1.8 million) and
Broadcast Services - £2.0 million (2003: £3.2 million).
(2)
Exceptional items relate to restructuring costs in Broadcast Systems (primarily severence in connection with the actions taken to enable the business to
operate in a more integrated manner) - £2.2 million (2003: £1.9 million) and a gain in Photographic relating to restructuring - £0.1 million (2003: £nil).
(3)
The discontinued operation relates to the Retail Display business which was sold on 30 December 2003.
(4)
Group net liabilities include net borrowings, capitalised goodwill, Group dividends payable and central creditors and provisions.
(5)
Net assets have been restated to show the investment held in respect of grants under share option schemes as a reduction from shareholders’ funds (see
Note 1).
2004
£m
Profit before
interest
and tax
2003
£m
2004
£m
Turnover
2003
£m
2004
£m
Net assets
Restated
2003 
£m
Notes to the Accounts continued
3 Activity analysis
(5)
The Vitec Group
46
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 48 3.2 Geographic area by origin
United Kingdom (2.9) (2.8) 40.5 31.0 17.6 14.6
The rest of Europe 12.7 13.7 66.8 56.4 26.6 29.2
The Americas 7.8 6.7 78.1 83.0 31.5 35.9
Asia and Australasia 0.2 0.2 - - 1.1 1.3
17.8 17.8 185.4 170.4 76.8 81.0
Goodwill amortisation and impairment 
(1)
(1.8) (3.4) 
Exceptional items 
(2)
(2.1) (1.9) 
13.9 12.5 185.4 170.4 76.8 81.0
Discontinued operation 
(3) 
(3.0) 22.4 -
13.9 9.5 185.4 192.8 76.8 81.0
Group net liabilities 
(4)
(20.1) (21.2)
56.7 59.8
(1)
Goodwill amortisation relates to the United Kingdom - £0.3 million (2003: £0.3 million ), The rest of Europe - £0.2 million (2003: £0.1 million) and The
Americas - £0.9 million (2003: £0.9 million) and impairment losses relate to the United Kingdom - £0.4 million (2003: £nil) and The Americas - £nil
(2003: £2.1 million).
The net book value of goodwill relates to the United Kingdom - £2.0 million (2003: £2.7 million), The rest of Europe - £2.5 million (2003: £1.8 million)
and The Americas - £3.4 million (2003: £5.1 million).
(2)
Exceptional items relate to United Kingdom - £0.7 million (2003: £1.9 million), The rest of Europe - £0.5 million (2003: £nil) and The Americas - £0.9
million (2003: £nil).
(3)
The discontinued operation is the Retail Display business which was sold on 30 December 2003. Operating profit, Turnover and Net assets in the Retail
Display business relate principally to The rest of Europe and The Americas.
(4)
Group net liabilities include net borrowings, capitalised goodwill, Group dividends payable and central creditors and provisions.
(5)
Net assets have been restated to show the investment held in respect of grants under share option schemes as a reduction from shareholders’ funds (see
Note 1).
2004
£m
Profit before
interest
and tax
2003
£m
2004
£m
Turnover
2003
£m
2004
£m
Net assets
Restated
2003 
£m
(5)
Annual Report 2004
47
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 49 3.3 Turnover by destination
United Kingdom 9.9 9.1
The rest of Europe 52.6 44.7
The Americas 94.3 91.1
Asia and Australasia 22.9 21.5
Africa and Middle East 5.7 4.0
185.4 170.4
Discontinued operation 
(1)
22.4
185.4 192.8
(1)
The discontinued operation relates to the Retail Display business which was sold on 30 December 2003. In 2003, Turnover in this business related to the
United Kingdom - £1.2 million, The rest of Europe - £8.0 million, The Americas - £11.9 million, Asia and Australasia - £0.8 million and Africa and
Middle East - £0.5 million.
2004
£m
Turnover
2003
£m
Notes to the Accounts continued
3 Activity analysis (continued)
Cost of sales 108.9 96.1 15.3 111.4
Gross profit 76.5 74.3 7.1 81.4
Analysis of operating expenses
Distribution costs
– marketing, selling and distribution costs 26.3 27.5 3.0 30.5
– research, development and engineering costs 7.9 8.0 0.8 8.8
– amortisation of capitalised reasearch & development expenditure 0.2 0.2 - 0.2
34.4 35.7 3.8 39.5
Administrative expenses
– unsuccessful acquisition costs relating to EVS Broadcast Systems - 0.9 - 0.9
– exceptional restructuring costs 2.1 1.0 - 1.0
– goodwill amortisation and impairment 1.8 3.4 - 3.4
– other administrative expenses 24.3 20.8 3.3 24.1
28.2 26.1 3.3 29.4
Operating expenses 62.6 61.8 7.1 68.9
2004
Total
£m
Continuing
£m
Discontinued
£m
2003
Total
£m
4 Cost of sales and operating expenses
The Vitec Group
48
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 50 Exceptional items included in profit on ordinary activities before interest of £2.2 million relate primarily to severance in
connection with actions taken to enable the Camera Support and Communications businesses to operate in a more integrated
manner within the Broadcast Systems Division, and £0.1 million of profit relating to restructuring plans in Photographic. A tax
credit of £0.9 million was recognised on these costs.
Prior year exceptional items included in profit on ordinary activities before interest were £1.0 million relating to the closure of
Radamec Broadcast Systems’ manufacturing factory at Chertsey, UK and £0.9 million of costs relating to the unsuccessful
acquisition of EVS Broadcast Systems. No related tax credit was recognised on these costs.
5 Exceptional items
The following items are included in operating profit
Operating lease rental income on owned broadcast equipment 21.0 17.8
Goodwill amortisation and impairment 1.8 3.4
Depreciation 10.2 11.3
Profit on sale of fixed assets (1.0) (1.2)
Operating lease rental expense
Plant, machinery and vehicles - 0.1
Property 3.5 4.6
Auditors’ remuneration
Audit fees (company £0.2 million - 2003: £0.1 million) 0.3 0.4
Other fees paid to the auditors and its associates 0.5 1.6
Other fees paid to the auditors comprise tax advice £0.3 million (2003: £0.5 million); due diligence assistance on acquisitions £0.1
million (2003: £0.4 million); acting as the Group’s reporting accountant £nil (2003: £0.4 million) and other (including a review of the
interim accounts) £0.1 million (2003: £0.3 million)
2004
£m
2003
£m
6 Operating profit
The following items are included in operating profit
Operating profit 13.9 12.5
Development costs amortisation 0.2 0.2
Goodwill amortisation and impairment 1.8 3.4
Depreciation 10.2 11.3
Profit on sale of fixed assets (1.0) (1.2)
Increase in stocks (0.1) (3.4)
Increase in debtors (0.1) (0.4)
(Decrease)/increase in creditors (1.2) 7.8
Decrease in provisions (1.2) (1.5)
Net cash inflow from operating activities 22.5 28.7
2004
£m
2003
£m
Reconciliation of operating profit to net cash flow from operating activities
Annual Report 2004
49
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 51 Aggregate remuneration of all employees during the year
Wages and salaries 42.7 43.1 3.7 46.8
Employers’ social security costs 6.1 5.9 0.6 6.5
Employers’ pension costs 2.3 1.9 0.1 2.0
51.1 50.9 4.4 55.3
Discontinued
£m
Continuing
£m
2004
Total
£m
2003
Total
£m
Continuing
2004 
Total
Notes to the Accounts continued
7 Employees
Fees for non-executive duties 0.2 0.2
Remuneration for executive duties 0.7 0.5
0.9 0.7
2004
£m
2003
£m
Average number of employees during the year
Broadcast Systems 734 748 - 748
Photographic 639 609 - 609
Broadcast Services 165 156 - 156
Head office 12 12 - 12
Discontinued business - Retail Display - - 121 121
1,550 1,525 121 1,646
(1)
The average number of employees for 2003 have been restated to include temporary workers in Photographic.
Discontinued
2003
Restated
Total
(1)
The emoluments, share options, awards under incentive schemes and pension entitlements of the directors are disclosed in the
Remuneration Report on pages 22 to 28.
The combined remuneration of the directors of the Group is set out below 
8 Directors’ remuneration
The Vitec Group
50
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 52 UK corporation tax payable at 30% (2003: 30%) 0.1 - 0.1 - - -
Overseas corporate tax 5.7 (0.9) 4.8 6.9 (4.1) 2.8
Adjustments in respect of prior years (0.6) - (0.6) (0.2) - (0.2)
Total current tax 5.2 (0.9) 4.3 6.7 (4.1) 2.6
Overseas deferred taxation 1.6 - 1.6 (0.3) - (0.3)
Taxation on profit on ordinary activities 6.8 (0.9) 5.9 6.4 (4.1) 2.3
Before
exceptional
items, goodwill
amortisation and
impairment
£m 
Exceptional
items, goodwill
amortisation and
impairment
£m 
2004
Total
£m
Before
exceptional
items, goodwill
amortisation and
impairment
£m 
Exceptional
items, goodwill
amortisation and
impairment
£m 
2003
Total
£m
Current tax
Profit on ordinary activities before taxation 16.2 (3.9) 12.3 16.1 (8.3) 7.8
Notional charge/(credit) at UK corporation tax rate of 30% 4.9 (1.2) 3.7 4.8 (2.5) 2.3
Profits in tax free and low tax areas (0.3) - (0.3) (0.5) - (0.5)
Amortisation of intangible assets (0.7) 0.6 (0.1) (0.7) 1.0 0.3
Higher overseas tax rates 1.7 (0.3) 1.4 1.9 - 1.9
Timing differences (1.3) - (1.3) (0.2) - (0.2)
Tax losses not recognised 1.5 - 1.5 1.6 0.6 2.2
Tax loss on disposal of business - - - - (3.2) (3.2)
Adjustments in respect of prior years (0.6) - (0.6) (0.2) - (0.2)
Current ordinary tax charge for the year 5.2 (0.9) 4.3 6.7 (4.1) 2.6
(c) Factors that may affect future tax charges
A significant proportion of the Group’s operating profits will continue to be earned in countries with a higher rate of tax than in
the UK.
No deferred tax has been recognised on tax losses of £16.0 million (2003: £11.2 million) as these are not expected to be
utilised in the forseeable future.
Before
exceptional
items, goodwill
amortisation and
impairment
£m 
Exceptional
items, goodwill
amortisation and
impairment
£m 
2004
Total
£m
Before
exceptional
items, goodwill
amortisation and
impairment
£m 
Exceptional
items, goodwill
amortisation and
impairment
£m 
2003
Total
£m
9 Tax
(a) Analysis of taxation charge in the year
(b) Factors affecting the current tax charge
Annual Report 2004
51
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 53 Notes to the Accounts continued
Interim paid of 6.1p per share (2003: 6.1p) 2.5 2.5
Final proposed 8.9p per share (2003: 16.6p) 3.6 6.8
Total dividends 15.0p per share (2003: 22.7p) 6.1 9.3
2004
£m
2003
£m
10 Dividends
The calculation of basic earnings per share is based on profit after tax of £6.4 million (2003: £5.5 million) and on the weighted
average number of shares in issue during the year of 41,062,429 (2003: 41,034,098).
Adjusted basic earnings per share is presented as the directors consider that this gives a useful additional indication of the
ongoing earnings performance of the Group.
This calculation is based on profit after tax but before exceptional items and amortisation and impairment of goodwill. In 2004
this profit was £9.4 million (2003: £9.7 million).
11 Earnings per ordinary share
Profit for the financial year 6.4 5.5 15.6 13.6
Add back: exceptional items 1.2 0.8 2.9 2.0
Add back: goodwill amortisation and impairment 1.8 3.4 4.4 8.3
Earnings before exceptional items and goodwill amortisation and impairment 9.4 9.7 22.9 23.9
The calculation of diluted earnings per share is based on profit after tax of £6.4 million (2003: £5.5 million) and on
41,236,750 (2003: 41,198,148) ordinary shares, calculated as follows:
2004
£m
Profit
2003
£m
2004
pence
Earnings
per share
2003
pence
Basic weighted average number of shares 41,062,429 41,034,098
Dilutive potential ordinary shares:
Employee share options 143,894 126,558
Deferred Bonus Plan 30,427 37,492
Diluted weighted average number of shares 41,236,750 41,198,148
2004 2003
Reconciliation of earnings and its effect on basic earnings per share and adjusted basic earnings per share
The Vitec Group
52
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 54 Cost
At 1 January 2004 16.2 0.7 15.5 15.7 (0.2)
Currency translation adjustment (0.6) - (0.6) (0.7) 0.1
Additions
(1)
0.4 - 0.4 1.0 (0.6)
At 31 December 2004 16.0 0.7 15.3 16.0 (0.7)
Amortisation
At 1 January 2004 6.1 0.2 5.9 6.0 (0.1)
Currency translation adjustment (0.3) - (0.3) (0.3) -
Impairment charge
(2)
0.4 - 0.4  0.4 -
Charge for the year 1.8 0.2 1.6 1.6 -
Negative goodwill written back (0.2) - (0.2) - (0.2)
At 31 December 2004 7.8 0.4 7.4 7.7 (0.3)
Net book value
At 31 December 2004 8.2 0.3 7.9 8.3 (0.4)
At 1 January 2004 10.1 0.5 9.6 9.7 (0.1)
(1)
Additions of £0.4 million in goodwill represent £1.0 million of goodwill arising on the acquisition of the domestic distribution activity of Multiblitz (Dr.
Ing. D.A. Mannesmann GmbH & Co), a distributor of the Group’s Manfrotto products in Germany, on 8 January 2004, and negative goodwill of £0.6
million on acquiring the operating assets and certain liabilities of Charter Broadcast North America Inc., a provider of broadcast rental equipment in the
United States and Canada, on 30 March 2004.
The results of Multiblitz have been included in the Photographic Division (see Note 20). The goodwill is being amortised over a period of 10 years.
The results of Charter Broadcast North America Inc. have been included in the Broadcast Services Division (see Note 20). The negative goodwill is being
recognised in the profit and loss account in the periods in which the non-monetary assets are recovered, through depreciation or sale.
(2)
The impairment charge is in respect of goodwill that arose on the acquisition of Drake Electronics Limited, in 1998. The impairment review was
performed using a discount rate of 10%.
Total
£m
Development
Costs
£m
Total
Goodwill
£m
Positive
Goodwill
£m
Negative
Goodwill
£m
12 Intangible fixed assets
Annual Report 2004
53
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 55 Notes to the Accounts continued
13 Tangible fixed assets
Group
Cost or valuation
At 1 January 2004 95.0 19.2 58.4 17.4
Currency translation adjustments (2.7) (0.1) (2.4) (0.2)
Acquisitions 0.9 - 0.9 -
Additions 10.0 0.6 7.2 2.2
Disposals (2.6) - (2.1) (0.5)
At 31 December 2004 100.6 19.7 62.0 18.9
Depreciation
At 1 January 2004 60.5 7.3 42.0 11.2
Currency translation adjustments (1.9) - (1.7) (0.2)
Charge for the year 10.2 0.9 7.1 2.2
Disposals (2.1) - (1.8) (0.3)
At 31 December 2004 66.7 8.2 45.6 12.9
Net book value
At 31 December 2004 33.9 11.5 16.4 6.0
At 1 January 2004 34.5 11.9 16.4 6.2
Plant, machinery and vehicles includes broadcast equipment rental assets with an original cost of £32.1 million (2003: £27.8
million) and accumulated depreciation of £25.5 million (2003: £17.9 million).
The fixed assets of the Company, comprising principally of land and buildings, at a cost of £3.4 million (2003: £3.3 million)
and with accumulated depreciation of £1.5 million (2003: £1.3 million) and net book value of £1.9 million (2003: £2.0
million) are included above. During the year additions at cost were £0.1 million and the depreciation charge was £0.2 million.
Total
£m
Land and
buildings
£m 
Plant
machinery
and vehicles
£m 
Equipment
fixtures and
fittings
£m 
Net book value of land and buildings at cost or valuation comprise the following
Carried at cost 9.8 10.2 0.1 0.3
Carried at valuation (open market basis - 31 March 1989) 1.7 1.7 1.7 1.7
11.5 11.9 1.8 2.0
Freehold 11.0 11.2 1.7 1.7
Long Leasehold 0.1 - - -
Short Leasehold 0.4 0.7 0.1 0.3
11.5 11.9 1.8 2.0
The Group’s land and buildings shown above at a re-valued net book value of £1.7 million would have been stated under
historical cost at £0.7 million and a net book value of £0.2 million.
The revalued amount of the Group’s land and buildings has been retained as allowed for by the transitional provisions set out
in FRS 15 ‘Tangible Fixed Assets’.
Capital commitments for which no provision has been made in the accounts amount to £0.1 million (2003: £0.4 million) for
the Group and £nil (2003: £nil) for the Company.
2004
£m
Group
2003
£m 
2004
£m
Company
2003
£m 
The Vitec Group
54
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 56 14 Fixed asset investments
Investments at cost or written down value
Group
Cost
At 1 January 2004 (restated
(1)
) 2.9 2.9 -
Additions ---
Currency translation adjustments (0.2) (0.2) -
At 31 December 2004 2.7 2.7 -
Provision
At 1 January 2004 (2.9) (2.9) -
Currency translation adjustments 0.2 0.2 -
At 31 December 2004 (2.7) (2.7) -
Net book value
At 31 December 2004 - - -
At 1 January 2004 (restated
(1)
) - - -
Company
At 1 January 2004 (restated
(1)
) 154.7 89.0 65.7
Additions - long term intergroup loans 75.3 - 75.3
Disposals (4.4) (4.4) -
Provision against carrying value of intergroup loan (19.1) - (19.1)
At 31 December 2004 206.5 84.6 121.9
(1)
Investments have been restated to show the investment held in respect of grants under share option schemes as a deduction (see Note 1).
The Group’s investment in other shares represents a 10.3% investment in Intersense Inc. Full impairment provision has been
made against this investment.
Total
£m
Investment
in other
shares
£m 
Loans
£m 
Annual Report 2004
55
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 57 Notes to the Accounts continued
The Group’s principal subsidiaries at 31 December 2004 are listed below.
Principal subsidiaries
Country of incorporation
Vitec Group US Holdings Inc USA
Vitec Luxembourg Holdings Sarl Luxembourg
Broadcast Systems
Anton/Bauer Inc USA
Centro de Produccion Profesional CPP Limitada Costa Rica
Radamec Broadcast Systems Limited UK
Sachtler Corporation of America USA
Sachtler GmbH & Co. KG Germany
Vinten Broadcast Limited England and Wales*
Vinten Inc USA
Vitec Group Communications Inc (formerly Vitec CC Inc trading as Clear-Com) USA
Vitec Group Communications Limited (formerly Drake Electronics Limited) England and Wales*
Photographic
Bogen Imaging Inc USA
Gitzo SA France
Gruppo Manfrotto Srl Italy
Lino Manfrotto & Co SpA Italy
Broadcast Services
Vitec Broadcast Services Inc USA
* Indicates companies directly owned by the parent company
A complete list of subsidiary companies will be included in the next annual return.
Raw materials and components 10.0 11.1
Work in progress 7.3 8.8
Finished goods 15.3 13.3
32.6 33.2
2004
£m
Group
2003
£m
15 Stocks
The Vitec Group
56
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 58 Amounts falling due within one year
Trade debtors 26.2 28.2 - -
Amounts recoverable on long term contracts 2.1 1.0 - -
Amounts owed by subsidiaries - - 2.6 0.1
Other debtors 3.8 3.3 0.4 0.6
Tax recoverable 2.3 5.6 0.1 2.0
Prepayments and accrued income 2.2 2.1 0.1 0.1
36.6 40.2 3.2 2.8
Amounts falling due after one year
Prepayments and accrued income 0.6 1.0 - -
Other debtors 1.3 1.0 - -
1.9 2.0 - -
Total debtors 38.5 42.2 3.2 2.8
2004
£m
Group
2003
£m
2004
£m
Company
2003
£m 
16 Debtors
Amounts falling due within one year
Bank loans and overdrafts (unsecured) 25.7 - 24.7 -
Payments received on account 0.4 0.5 - -
Trade creditors 15.7 15.0 - -
Amounts owed to subsidiaries - - 119.1 43.0
Dividends 3.7 6.8 3.7 6.8
Corporation tax 2.6 1.7 - -
Other tax and social security costs 1.8 1.9 - -
Other creditors 3.8 5.4 0.1 0.8
Accruals and deferred income 5.7 6.0 1.2 2.0
59.4 37.3 148.8 52.6
Amounts falling due after more than one year
Bank loans (unsecured) - 26.0 - 26.0
Accruals and deferred income 0.1 0.1 - -
0.1 26.1 - 26.0
2004
£m
Group
2003
£m
2004
£m
Company
2003
£m 
17 Creditors
Annual Report 2004
57
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 59 Notes to the Accounts continued
Bank loans and overdrafts 25.7 26.0 24.7 26.0
Senior notes - - - -
Other loans - - - -
Swaps - - - -
Gross financial liabilities 25.7 26.0 24.7 26.0
2004
£m
Group
2003
£m 
2004
£m
Company
2003
£m 
a) Financial liabilities
i) Analysis of borrowings
Within one year or less 25.7 - 24.7 -
More than one year but not more than two years - 26.0 - 26.0
More than two years but not more than five years - - - -
25.7 26.0 24.7 26.0
The total amount of bank loans and overdrafts any part of which fall due after five years is £nil (2003: £nil).
2004
£m
Group
2003
£m 
2004
£m
Company
2003
£m 
ii) Maturity profile
Expiring in one year or less
– committed facilities 30.3 -
– uncommitted facilities 13.5 8.0
More than one year but not more than two years
– committed facilities - 29.0
More than two years but not more than three years
– committed facilities - -
Total 43.8 37.0
On 25 January 2005 the Group signed a five year £100 million Multicurrency Revolving Credit Facility Agreement to replace the two
existing Multicurrency Revolving Credit Facility Agreements which had termination dates of 28 October 2005. The first draw down on
this Facility was made on 31 January 2005.
2004
£m
2003
£m 
The Group had the following undrawn borrowing facilities at the end of the period
An explanation of the Group’s treasury policy and controls is included in the Financial Review on page 17. Short term debtors
and creditors have been omitted from all disclosures other than the currency profile.
18 Financial instruments
The Vitec Group
58
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 60 iii) Interest rate profile
Currency
Sterling 13.0 13.0 -
US$ 4.2 4.2 - 
Euro 8.5 8.5 - 
At 31 December 2004 25.7 25.7 -
Sterling 26.0 26.0 -
US$ - - - 
Euro - - - 
At 31 December 2003 26.0 26.0 -
The floating rate borrowings comprise bank loans and overdrafts bearing interest at rates based on LIBOR.
Floating rate
borrowings
£m 
Total
£m
Fixed rate
borrowings
£m 
b) Financial assets
Currency
Sterling - (5.5)
US$ 7.1 10.2
Euro 6.4 10.2
Other 0.9 0.7
14.4 15.6
The floating rate financial assets comprise bank deposits bearing interest at rates based on local money market rates.
Sterling, US$, Euro and Yen balances within the UK can be offset. At December 2003 Euro balances of £3.1 million and US$ balances
of £4.0 million could be offset.
Floating rate
2004
£m
Floating rate
2003
£m
Annual Report 2004
59
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 61 Notes to the Accounts continued
18 Financial instruments (continued)
c) Fair value of financial assets and liabilities
Cash at bank and in hand 14.4 14.4 15.6 15.6
Bank overdraft (1.0) (1.0) - -
Floating rate borrowings (24.7) (24.7) (26.0) (26.0)
Fixed rate borrowings - - - -
Swaps - - - -
(11.3) (11.3) (10.4) (10.4)
Market rates have been used to determine fair values.
d) Foreign exchange hedging
Cost of sales include net gains of £1.5 million (2003: £2.9 million) arising from the difference between the exchange rates at which
foreign currency transactions are converted and the contracted rates on the forward exchange rate contracts set up as hedges against
such transactions. When compared with their values at the exchange rates on the forward contracts in effect on 31 December 2004, the
cumulative unrecognised aggregate gain on the forward exchange contracts as of 31 December 2004 is £0.3 million (2003: £1.6
million). All of these unrecognised gains relate to the year 2005. Because these contracts are put in place to hedge a portion of the
underlying transactions, any net gain or loss that may arise on these contracts over the forthcoming year will be more than compensated
by the corresponding transactional gains or losses.
During 2003 and 2004 forward option contracts selling US Dollars and purchasing Euros were taken out to cover anticipated US Dollar
currency receipts covering the period January 2005 to December 2005. These forward option contracts totalled £9.3 million (2003:
£8.4 million) and the unrecognised gains on all these options at 31 December 2004, based on the exchange rates on that date, were
£1.1 million (2003: £0.7 million). The Group’s foreign exchange hedging policy is set out in the Financial Review.
During the year forward option contracts selling US Dollars and purchasing Sterling were taken out to cover anticipated US Dollar
currency receipts covering the period January 2005 to August 2005. These totalled £0.9 million and the unrecognised gains on these
options at 31 December 2004, based on the exchange rates on that date, were £nil.
e) Currency profile
The main functional (or “operating’’) currencies of the Group are Sterling, US$ and Euro. The following analysis of net monetary assets
and liabilities, excluding cash and borrowings, shows the Group’s currency exposures after applying the effects of forward contracts used
to manage currency exposure. Such net positions comprise the monetary assets and liabilities of the Group that are not denominated in
the functional currency of the operating units involved.
Book 
value
£m 
2004
Fair value
£m 
Book 
value
£m 
2003
Fair value
£m 
Sterling - 1.4 2.9 0.4 4.7
Euro - 0.9 - - 0.9
US$ - - (0.4) - (0.4)
At 31 December 2004 - 2.3 2.5 0.4 5.2
Sterling - 1.4 0.8 (0.2) 2.0
Euro - 0.8 (0.3) 0.5 1.0
At 31 December 2003 - 2.2 0.5 0.3 3.0
Other
£m
Euro
£m
US$
£m
Sterling
£m
Total
£m
Functional currency of group operation
The Vitec Group
60
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 62 19 Provisions for liabilities and charges
At 1 January 2004 12.4 3.7 2.1 4.4 2.2 0.1 0.1
Currency translation adjustments (0.3) (0.3) - - - - -
Transfers from current tax (0.9) (0.9) - - - - -
Profit and loss account 3.4 1.6 2.1 0.4 (0.7) - -
Utilised in year (3.2) - (2.7) (0.4) (0.1) - -
At 31 December 2004 11.4 4.1 1.5 4.4 1.4 0.1 0.1
The pension provision of £4.4 million (2003: £4.4 million) is to cover accrued statutory entitlements that will be paid to employees in
Italy, Germany and Japan when they leave employment of the Group.
The remaining other provisions comprise warranty provisions of £1.0 million (2003: £0.7 million) and the provision for the upgrade of
retail units of £0.4million (2003: £1.5 million).
The exceptional restructuring provision will be utilised in 2005.
Pensions
£m 
Exceptional
restructuring
£m
Deferred
tax
£m
Total
£m
Group
Other
provisions
£m 
Total
£m
Company
Deferred
tax
£m 
Composition of deferred tax provision
Accelerated tax depreciation allowances 3.2 2.4 0.1 0.1
Other timing differences 0.9 1.3 - -
4.1 3.7 0.1 0.1
2004
£m 
Group
2003
£m 
2004
£m 
Company
2003
£m 
Annual Report 2004
61
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 63 Notes to the Accounts continued
Net outflow of cash in respect of acquisitions
Total cost of acquisitions including expenses 0.1
Net cash acquired -
Total outflow of cash from Group 0.1
The results of Charter Broadcast North America Inc. have been included in the Broadcast Services Division and comprise
£m 
Turnover 1.8
Cost of sales (1.0)
Operating expenses (0.2)
Operating profit before goodwill amortisation 0.6
The fair value adjustments represent an increase in book value of rental assets following an appraisal exercise and a recognition of
liabilities in respect of refurbishment costs.
£m 
On 30 March 2004 the Group acquired the operating assets and certain liabilities of Charter Broadcast North America Inc., a
provider of broadcast rental equipment in the United States and Canada, for a nominal sum which, with transaction costs,
brought the total acquisition cost to US$0.1 million cash (£0.1 million). Based on a provisional assessment of fair values,
negative goodwill of £0.6 million arose on acquisition.
The acquisition was funded from existing cash resources and has been accounted for using the acquisition method of
accounting.
20 Acquisitions of businesses
Net Assets acquired
Intangible fixed assets - - - -
Tangible fixed assets 0.8 - 0.1 0.9
Stocks - - - -
Debtors - - - -
Creditors - - (0.2) (0.2)
0.8 - (0.1) 0.7
Negative goodwill 
(1)
(0.6)
Total cost of acquisition, including expenses, satisfied by cash 0.1
(1)
Negative goodwill is recognised in the profit and loss account in the periods in which the non-monetary assets are recovered, through depreciation or sale.
Book
value
£m
Policy
alignment
£m 
Fair value
adjustments
£m
As
adjusted
£m 
The Vitec Group
62
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 64 Net outflow of cash in respect of acquisitions
Total cost of acquisitions including expenses 1.4
Net cash acquired -
Total outflow of cash from Group 1.4
The results of Multiblitz have been included in the Photographic Division and comprise
£m 
Turnover 3.5
Cost of sales (2.4)
Operating expenses (1.0)
Operating profit before goodwill amortisation 0.1
£m 
On 8 January 2004 the Group acquired the domestic distribution activity of Multiblitz (Dr. Ing. D.A. Mannesmann GmbH & Co),
a distributor of the Group’s Manfrotto products in Germany, for c2.0 million cash (£1.4 million). Based on a provisional
assessment of fair values, goodwill of £1.0 million arose on acquisition.
The acquisition was funded from existing cash resources and has been accounted for using the acquisition method of
accounting.
Net Assets acquired
Intangible fixed assets - - - -
Tangible fixed assets - - - -
Stocks 0.3 - - 0.3
Debtors 0.2 - - 0.2
Creditors (0.1) - - (0.1)
0.4 - - 0.4
Purchased goodwill (being amortised over 10 years) 1.0
Total cost of acquisition, including expenses, satisfied by cash 1.4
Book
value
£m
Policy
alignment
£m 
Fair value
adjustments
£m
As
adjusted
£m 
Annual Report 2004
63
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 65 Notes to the Accounts continued
The authorised share capital at 31 December 2004 consisted of 65,000,000 (2003: 65,000,000) shares of 20p each, of which
41,081,105 were allotted and fully paid. The movement during the year was:
21 Share capital
At 1 January 2004 41,037,301 8.2
Exercise of share options 43,804 -
At 31 December 2004 41,081,105 8.2
At 31 December 2004 the following options had been granted and remained outstanding under the Company’s share option
schemes:
Shares
Issued share
capital
£m 
United Kingdom SAYE schemes 288,474 231p - 595p 2005 - 2011
International SAYE schemes 284,314 231p - 492p 2005 - 2009
Executive schemes 1,322,394 257.5p - 653p 2005 - 2014
Premium Option Plan 335,910 793p - 819p 2005 - 2010
2,231,092
On 23 March 2004, awards over an aggregate of 160,537 shares in the Company were made to six senior Group executives
under the Company’s Long Term Incentive Plan. The total number of shares outstanding at 31 December 2004 under the
Company’s Long Term Incentive Plan was 476,283 (2003: 447,209). The terms of the awards and the related performance
conditions are described in the Remuneration Report.
On 25 May 2004, awards over an aggregate of 20,203 shares in the Company were made to five senior Group executives under
the Company’s Deferred Bonus Plan. The total number of shares outstanding at 31 December 2004 under the Company’s
Deferred Bonus Plan was 47,295 (2003: 63,709). The terms of the awards and the related performance conditions are
described in the Remuneration Report.
Dates
normally
exercisable
Exercise
prices
Number of
shares
The Vitec Group
64
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 66 22 Reserves
Group
At 1 January 2004 (as previously reported) 2.6 1.6 1.5 - - 46.4
Prior year adjustment for ESOP accounting (see Note 1) - - - - - (0.5)
At 1 January 2004 (restated
(1)
) 2.6 1.6 1.5 - - 45.9
Retained profit for the year 0.3
Premium on new shares issued 0.1
Transfers (0.1) 0.1
Exchange rate movement on foreign net investments - - - - - (3.5)
31 December 2004 2.7 1.6 1.4 - - 42.8
At 31 December 2004 the cumulative goodwill written off on acquisitions prior to 1 January 1998 amounted to £126.2 million
(2003: £126.2 million).
Revaluation
reserve
£m
Capital
Redemption
reserve
£m
Share
Premium
account
£m
Merger
reserve
£m 
Other
reserves
£m
Profit
and loss
account
£m 
Company
At 1 January 2004 (as previously reported) 2.6 1.6 0.9 9.7 44.0 18.3
Prior year adjustment for ESOP accounting (see Note 1) - - - - - (0.5) 
At 1 January 2004 (restated
(1)
) 2.6 1.6 0.9 9.7 44.0 17.8
Retained loss for the year (4.3)
Exchange rate movement on foreign net investments - - - - - (0.4)
Premium on new shares issued 0.1
31 December 2004 2.7 1.6 0.9 9.7 44.0 13.1
(1)
Shareholders funds have been restated to show the investment held in respect of grants under share option schemes as a deduction (see Note 1).
At 31 December 2004, this investment represents 142,857 (2003: 142,857) ordinary shares with a market vaue of £408,571 (2003: £494,285).
As permitted by Section 230 (4) of the Companies Act 1985 the Company has not presented its own profit and loss account.
The amount of the Group result for the financial year dealt with in the accounts of the Company was a profit after tax of £1.8
million (2003: £16.2 million).
Revaluation
reserve
£m
Capital
Redemption
reserve
£m
Share
Premium
account
£m
Merger
reserve
£m 
Other
reserves
£m
Profit
and loss
account
£m 
Annual Report 2004
65
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 67 Notes to the Accounts continued
23 Cash and financing
Reconciliation of net cash flow to movement in net debt
Decrease in cash in the year (1.2) (1.3)
Net repayment/(receipt) of loans 1.6 (3.5)
Reduction/(increase) in net debt resulting from cash flows 0.4 (4.8)
Loan transfer on disposal of business 5.4
Exchange rate movements (1.3) 0.9
Movement in net debt in the period (0.9) 1.5
Net debt at 1 January (10.4) (11.9)
Net debt at 31 December (11.3) (10.4)
2004
£m 
2003
£m 
Interest
Interest payable on bank loans and overdrafts 1.7 1.9
Interest receivable (0.1) (0.2)
Net interest payable 1.6 1.7
2004
£m 
2003
£m 
Analysis of net debt
Cash at bank and in hand 15.6 (0.2) - (1.0) 14.4
Overdrafts - (1.0) - - (1.0)
15.6 (1.2) - (1.0) 13.4
Debt due after one year (26.0) 1.6 24.7 (0.3) -
Debt due within one year - - (24.7) - (24.7)
(26.0) 1.6 - (0.3) (24.7)
Total (10.4) 0.4 - (1.3) (11.3)
(1)
Exchange rate movements result from the adjustment of opening balances and cash flows in the year to closing exchange rates.
Cash
flow
£m
1 January
2004
£m
Other
non - cash
movements
£m 
Exchange rate
movements
(1)
£m
31 December
2004
£m 
The Vitec Group
66
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 68 24 Leasing commitments
Expiring within one year 1.1 - 1.1 0.8
Expiring two to five years 1.6 0.2 1.8 1.5
Expiring after five years 0.7 - 0.7 0.2
3.4 0.2 3.6 2.5
(1)
Leasing commitments at 31 December 2003 comprised £2.5 million of land and buildings.
Land and
buildings
£m
Other
£m 
Total
£m
2003
£m 
At 31 December 2004 the Group had the following annual commitments under operating leases
25 Pension commitments
During the year, the Group operated two funded defined benefit pension schemes set up under separate trusts. The Group pays
contributions to the funds in order to provide security for existing pensions and the accrued benefits of current and former
employees. At the end of 2003 the Group closed both schemes to new members, and pension provision for new employees is via
a defined contribution plan. The disclosures below relate to the defined benefit schemes only.
SSAP24
The adequacy of the schemes to meet the projected benefits is assessed by independent qualified actuaries at regular intervals.
The most recent actuarial valuations of the schemes, based on the projected unit method, were as at 5 April 2004. The schemes
had assets with a combined market value (excluding the value of insurance policies) of £28.3 million at that date. On the
assumptions adopted, the value of the schemes’ assets was equal to 94% of the value placed on the accrued benefits assessed
on an ongoing basis allowing for expected future increases in salaries. Under SSAP24 the deficits arising are being spread over
14 years by way of variation from regular cost using the straight-line method.
The most significant actuarial assumptions were: investment return of 7.5% per annum in respect of the period pre-retirement,
and 5.0-5.5% per annum in respect of the period post-retirement; price inflation of 3.0% per annum; general salary inflation of
5.0% per annum and pension increases of 3.0-3.25% per annum.
Company contributions to the schemes amounted to £1.0 million (2003: £0.8 million) for the year. The pension charge for 2004
in respect of these defined benefit schemes is £1.5 million (2003: £0.9 million). There is a prepayment of £0.3 million (2003:
£0.8 million) included in the balance sheet being the excess of the accumulated company pension contributions paid to the
schemes over the amount charged to the profit and loss account.
FRS 17
The disclosures required in relation to the transitional arrangements within FRS 17 ‘Retirement Benefits’ have been based on
the most recent formal actuarial valuation as at 5 April 2004 updated to 31 December 2004, but using the following financial
assumptions for the purpose of FRS 17:
Price inflation 2.8 2.75 2.25
General salary and wage inflation 4.8 4.75 4.25
Increases to pensions in payment (in excess of GMPs) 2.8 2.75 2.25
Increases to deferred pensions 2.8 2.75 2.25
Discount rate 5.3 5.4 5.5
2003
% per
annum
2004
% per
annum
2002
% per
annum
Annual Report 2004
67
(1)
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 69 Notes to the Accounts continued
25 Pension commitments (continued)
Scheme assets and expected rate of return
Fair value
£m
2004
Expected rate
of return
%pa
Fair value
£m
Equities 21.5 7.9 19.3 8.2 16.3 8.2
Bonds 7.4 4.8 6.5 5.0 5.6 4.8
Property 1.4 6.8 1.2 7.1 1.4 6.9
Cash and net current assets - 3.8 0.3 3.8 0.1 4.0
Total 30.3 7.1 27.3 7.3 23.4 7.3
The investment return assumptions used by the actuary are the best estimates chosen from a range of possible assumptions, and
will not necessarily be borne out in practice. The schemes’ assets are not intended to be realised in the short term and their fair
value may be subject to significant change before they are realised.
Fair value
£m
2003
Expected rate
of return
%pa
2002
Expected rate
of return
%pa
Profit and loss charge for the year 2004 (based on 31 December 2003 assumptions)
Analysis of amounts charged to operating profit:
Current service cost 1.4 0.3 1.7 0.8 0.4 1.2
Past service costs - - - - - -
Total charged to operating profit 1.4 0.3 1.7 0.8 0.4 1.2
Analysis of the amount charged to other finance income:
Interest on pension scheme liabilities 1.2 0.5 1.7 1.0 0.5 1.5
Expected return on assets in the pension scheme (1.5) (0.6) (2.1) (1.2) (0.5) (1.7)
Net credit to other finance income (0.3) (0.1) (0.4) (0.2) - (0.2)
Total profit and loss charge before deduction for tax 1.1 0.2 1.3 0.6 0.4 1.0
Vitec Group
Executive
Pension
Scheme
£m
Vitec Group
Pension
Scheme
£m
2004
Total
£m
Vitec Group
Executive
Pension
Scheme
£m
Vitec Group
Pension
Scheme
£m
2003
Total
£m
Analysis of amounts recognised in the Statement of total recognised gains and losses
Actual return less expected return on pension scheme assets 0.7 2.1
Experience gains and losses arising on the scheme liabilities 1.3 -
Changes in assumptions underlying the present value of the scheme liabilities (2.3) (2.9)
Actuarial loss recognised in Statement of total recognised gains and losses before adjustment for tax (0.3) (0.8)
2004
£m
2003
£m
The Vitec Group
68
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 70 Movement in scheme deficit
Deficit in schemes at beginning of year (5.0) (4.0)
Movement over year:
Current service cost (1.7) (1.2)
Employer contributions 1.0 0.8
Other finance income 0.4 0.2
Actuarial loss recognised in Statement of total recognised gains and losses before adjustment for tax (0.3) (0.8)
Deficit in schemes at end of year (5.6) (5.0)
2004
£m
2003
£m
History of experience gains and losses
a.  Gain/(loss) on plan assets
amount (£ million) 0.7 2.1 (5.6)
% of plan assets at end of year 2.3% 7.6% -23.4%
b.  Experience gain on plan liabilities
amount (£ million) 1.3 - 0.1
% of plan liabilities at end of year 3.6% 0.0% 0.4%
c.  Total actuarial loss recognised in Statement of total recognised gains and losses
amount (£ million) (0.3) (0.8) (5.7)
% of plan liabilities at end of year 0.8% 2.4% 20.4%
2003 2004 2002
Fair value of scheme assets 21.9 9.0 30.9 19.9 7.9 27.8
Actuarial value of scheme liabilities (25.3) (11.2) (36.5) (23.0) (9.8) (32.8)
Deficit in the scheme (3.4) (2.2) (5.6) (3.1) (1.9) (5.0)
Related deferred tax asset 1.0 0.7 1.7 0.9 0.6 1.5
Pension liability recognised in balance sheet (2.4) (1.5) (3.9) (2.2) (1.3) (3.5)
The amount of the net pension liability would have a consequential effect on reserves. The assets and liabilities shown for the
Vitec Group Executive Pension Scheme include an amount of £0.6 million (2003: £0.5 million) in respect of certain insurance
policies which meet part of the benefit entitlement for some pensioners of the Scheme. The value placed on these insurance
policies is in addition to the value of the Scheme’s investments. The present value of the schemes’ liabilities are derived from
cash flow projections over long time periods and thus are inherently uncertain.
Group
Executive
Pension
Scheme
£m
Vitec Group
Pension
Scheme
£m
2004
Total
£m
Vitec Group
Executive
Pension
Scheme
£m
Vitec Group
Pension
Scheme
£m
2003
Total
£m
Reconciliation to the balance sheets
Annual Report 2004
69
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 71 Notes to the Accounts continued
26 Related party transactions
During the year the following related party transactions took place.
Lino Manfrotto, a director of Lino Manfrotto & Co Spa, is president and shareholder of Mancor Spa, a company from which
Gruppo Manfrotto rents properties used in its business under operating leases that expire at the end of 2006. Rents paid to
Mancor in 2004 totalled c210,027, £142,985 (2003: c247,634, £171,000). At 31 December 2004, there were no
outstanding amounts payable to Mancor (2003: Nil).
Abramo Manfrotto is a director of Gruppo Manfrotto Srl. He is also sole administrator of Antide Srl, a company specialising in
world-wide web sites and e-mail services. Group companies paid Antide a total of c60,950, £41,468 during the year (2003:
c100,944, £70,000) for products and services. At 31 December 2004, there was c16,894, £11,494 outstanding and payable
to Antide Srl.
Abramo Manfrotto is also Managing Director of ALU Spa. Sales of Gruppo Manfrotto products and services to ALU in 2004
totalled c3,902,994, £2,655,459. At 31 December 2004, there was c151,111, £102,811 outstanding, payable by ALU Spa.
Sales of ALU products and services to Gruppo Manfrotto companies in 2004 totalled c82,202, £55,927. At 31 December
2004, there was c10,291, £7,002 outstanding, payable to ALU Spa.
The Vitec Group
70
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 72 Five Year Financial Summary
Turnover 185.4 192.8 182.2 190.4 200.0
Operating profit before exceptional items, goodwill amortisation
and impairment 17.8 17.8 24.7 30.6 40.1
Interest (1.6) (1.7) (1.6) (2.6) (2.9)
Profit before tax, exceptional items, goodwill amortisation and
impairment 16.2 16.1 23.1 28.0 37.2
Operating cash flow 22.5 28.7 35.4 42.1 45.8
Free cash flow
(2) 
11.1 8.3 20.7 18.0 17.6
Capital employed
Intangible fixed assets 8.2 10.1 11.0 10.8 10.9
Tangible fixed assets 33.9 34.5 42.7 48.5 47.0
Other net assets 30.1 29.3 24.4 34.5 38.5
72.2 73.9 78.1 93.8 96.4
Financed by
Shareholders’ funds - equity 56.7 59.8 62.4 67.1 63.7
Net debt 11.3 10.4 11.9 22.5 31.0
Deferred tax 4.1 3.7 3.8 4.2 1.7
72.2 73.9 78.1 93.8 96.4
Statistics
Operating profit (%) before exceptional items, goodwill
amortisation and impairment 9.6 9.3 13.6 16.1 20.1
Effective tax rate (%) before exceptional items, goodwill
amortisation and impairment 42.0 39.8 39.4 37.1 30.9
Adjusted basic earnings per share (p)
(3)
22.9 23.9 34.1 42.9 62.8
Basic earnings per share (p) 15.6 13.6 18.3 32.9 56.7
Dividends per share (p) 15.0 22.7 22.7 22.7 21.2
Year-end mid-market share price (p) 286.0 346.0 277.5 425.0 498.0
(1)
On adoption of FRS 19 ‘Deferred Taxation’ in 2002, it was not practical to restate 2000.
(2)
Free cash flow is the cash inflow from operating activities after deducting interest, tax and capital expenditure on tangible fixed assets.
(3)
Differences between Adjusted basic and Basic earnings per share arise from exceptional items in the years in question and the amortisation of goodwill.
(4)
Shareholders’ funds have been restated to show the investment held in respect of grants under share option schemes as a deduction (see Note 1).
No such investments were held in 2001 and 2000.
2003 
(Restated)
£m
2004
£m
2002
(Restated)
£m
2001
(Restated)
£m
2000
£m
Year ended 31 December
Annual Report 2004
71
(4) (4) (1)
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 73 Shareholder Information and Financial Calendar
Financial calendar
Annual General Meeting 18 May 2005
Ex-dividend date for 2004 final dividend 20 April 2005
Record date for 2004 final dividend 22 April 2005
Proposed 2004 final dividend payment date 20 May 2005
Announcement of 2005 interim results September 2005
Proposed 2005 interim dividend payment date November 2005
Analysis of shareholdings as at 31 December 2004
Shares held Number of holders % of holders Number of shares % of shares
Up to 1,000 790 55.83 329,539 0.80
1,001 to 5,000 369 26.08 869,564 2.12
5,001 to 10,000 77 5.44 533,074 1.30
10,001 to 50,000 78 5.51 1,827,705 4.45
50,001 to 100,000 27 1.91 2,095,850 5.10
100,001 and over 74 5.23 35,425,373 86.23
100.00 100.00
Institutions and companies 471 33.29 38,265,937 93.15
Individuals including directors and their families 944 66.71 2,815,168 6.85
1,415 100.00 41,081,105 100.00
Shareholder enquiries 
For enquiries about your shareholding, such as dividends or loss of share certificate, please contact the Company’s registrars, Capita
Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, telephone 0870 162 3100 (UK only) or +44 (0)20 8639
2157 (Overseas only).
Online services and electronic voting
Vitec has arranged with Capita Registrars to use its online services. By logging on to www.capitaregistrars.com and selecting
Shareholder Services you can make a transaction or dividend payment enquiry, add or change a dividend mandate or change your
registered address.
The Company will again be making use of Capita Registrars’ electronic voting facility. By logging on to www.capitaregistrars.com and
selecting Shareholder Services you will find details of the Annual General Meeting including the venue and text of resolutions.
Shareholders have the facility to vote for, against or withhold and can split or restrict votes, appoint the Chairman of the meeting or a
third party as their proxy and include any instruction text. The facility has now been extended to include CREST voting for members
holding their shares in uncertificated form. To use the above facilities, shareholders will need to input a unique User ID that can be
applied for on your first visit to the site. To be allocated a User ID you will need your Investor Code,  which can be found on your
dividend stationery and share certificates. User IDs previously issued will still be valid.
Should you experience any difficulties using these facilities please contact the Capita Registrars helpline on the numbers given
above.
Share price information
The middle market price of a share of The Vitec Group plc share on 31 December 2004, the last dealing day of 2004, was 286p.
During the year the share price fluctuated between 282.5p and 365p. The Company’s share price is available from the Group’s
website www.vitecgroup.com, with a 15 minute delay, and from the Financial Times web site www.ft.com with a similar delay.  Up-to-
date market information and the Company’s share price are available from the Cityline service operated by the Financial Times by
telephoning 0906 8434404.
The Vitec Group
72
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 74 Group Directory
Main offices
Photographic
Bogen Imaging
565 East Crescent Avenue
PO Box 506
Ramsey
NJ 07446-0506
USA
Tel: +1 (201) 818 9500
Fax: +1 (201) 818 9177
www.bogenimaging.us
Gitzo
Créteil Parc
8/10 rue Séjourné
94044 Créteil Cedex
France
Tel: +33 (1) 4 513 1860
Fax: +33 (1) 4 377 1505
www.gitzo.com
Litec
Via Venier 52
30020 Marcon (Ve)
Italy
Tel: +39 (041) 596 0000
Fax: +39 (041) 595 1082
www.litectruss.com
Manfrotto
Via Sasso Rosso 19
PO Box 216
I-36061 Bassano del Grappa 
Italy
Tel: +39 (0424) 555855
Fax: +39 (0424) 808999
www.manfrotto.com
Broadcast Services
Audio Specialties Group / Bexel
Bexel Broadcast Services (BBS) - Broadcast Video Gear (BVG) - Digital Cinema Rentals (DCR) 
Intercom Specialties (ICS) - Systems Wireless (SWL) 
2701 North Ontario Street
Burbank 
CA 91504-2517
USA
Tel: +1 (818) 841 5051
Fax: +1 (818) 841 1572
www.a-s-group.com
www.bexel.com
Anton/Bauer
14 Progress Drive
Shelton
CT 06484
USA
Tel: +1 (203) 929 1100
Fax: +1 (203) 925 4988
www.antonbauer.com
OConnor
100 Kalmus Drive
Costa Mesa
CA 92626
USA
Tel: +1 (714) 979 3993
Fax: +1 (714) 957 8138
www.ocon.com
Sachtler
Erfurter Strasse 16
D-85386 Eching
Germany
Tel: +49 (89) 3215 8200
Fax: +49 (89) 3215 8227
www.sachtler.com
Vinten Broadcast
including Radamec Broadcast Systems
Western Way
Bury St Edmunds
Suffolk
IP33 3TB
UK
Tel: +44 (0)1284 752121
Fax: +44 (0)1284 750560
www.vinten.com
Broadcast Systems
Vitec Group Communications -
Clear-Com and Drake
Americas and Asia
4065 Hollis Street
Emeryville
CA 94608
USA
Tel: +1 (510) 496 6666
Fax: +1 (510) 496 6699
www.vitecgroupcomms.com
Vitec Group Communications -
Clear-Com and Drake
Headquarters and Europe,
Middle East and Asia
7400 Beach Drive
Cambridge Research Park
Waterbeach
Cambridge
CB5 9TP
UK
Tel: +44 (0)1223 815000
Fax: +44 (0)1223 815001
www.vitecgroupcomms.com
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 75 The Vitec Group plc
Directors
Michael Harper BSc MSc Chairman *
Gareth Rhys Williams BSc MBA Chief Executive
Alastair Hewgill BSc ACMA Finance Director
Sir David Bell MA *
Nigel Moore FCA *
John Potter CEng MIEE AMBIM *
Will Wyatt CBE BA *
* Non-executive
Secretary
Roland Peate FCIS ACMA
Group head office
One Wheatfield Way
Kingston Upon Thames
Surrey KT1 2TU
United Kingdom
tel: +44 (0)20 8939 4650
fax: +44 (0)20 8939 4680
email: info@vitecgroup.com
web: www.vitecgroup.com
Registered office
Western Way
Bury St Edmunds
Suffolk IP33 3TB
United Kingdom
Registered in England 
No 227691
New Bexel premises, Burbank, California
New Sachtler facilities, Eching near Munich
Designed by level3creative.com
L3-586_Vitec_AR_2004_24-AMENDS  3/30/05  11:39 AM  Page 76