Investor Information
This section contains information which is compliant with the Rule 26 disclosure requirements of AIM Rules for Companies (Feb 2007)

About Vicorp

Vicorp is a UK software company operating in the telecommunications sector. The Group's activities involve the design, development and sale of software tools and professional services that enable organisations to create and manage interactive consumer services (for voice, video and other interactive communication methods). The Group licenses its products on an international basis, provides support to its clients and also provides professional services to assist in building speech applications and services.

The Group's principal product, “xMP”, is an end-to-end Interactive Voice Response (IVR) application and service creation tool which helps organisations create and manage complex voice and data services rapidly and efficiently.

Interactive Voice Response systems allow callers to select and use options from a menu via voice and touch-tone keypad inputs. IVR systems interact with callers and gather relevant information from them before routing their call to the most appropriate destination. The Group's xMP, product set is a market leader in “next generation” speech and data services.

The company sells its products and services in the UK , Europe, North America and the Far East.

Main Board Directors and Secretary

Tim Hearley (Non-executive Chairman) Tim has been developing his interests as manager and investor in a variety of businesses since the late 1980s. These include the chairmanship of Rolfe & Nolan Plc, up to mid 2003, which is a global provider of financial derivatives software to the London market. Tim is also chairman of Oakdene Homes plc (AIM listed property developer) and involved in growing a number of other small companies, some of which are publicly listed. Tim has been Chairman since May 2004

Brendan Treacy (Chief Executive Officer) Brendan joined Vicorp in 1999 and has directed the transformation of the business over a period of years. He has been a board level senior executive in the software industry for over 15 years, primarily acting as CFO with leading software companies. He also has extensive commercial experience in international markets, having worked overseas for six years and created several international joint ventures and partnerships. He led the MBO of Vicorp in March 2002 and has been responsible for the direction and development of the Company as CEO since that time. He remains the principal shareholder.

Lee Cottle (Chief Operating Officer) Lee joined Vicorp in February 2005 as VP Marketing and Business Development has been COO since January 2006. Lee was previously at ScanSoft (now renamed Nuance) where he was Director & General Manager for their UK , Ireland and South African regions. Lee brings with him 16 years of call centre enabling technology experience and has been involved in the design, installation and support of over 200 call centres in both Europe and the US . Prior to ScanSoft, Lee has worked for Nortel Networks, Unisys, and Aspect Communications in a variety of senior business and technical roles.

Paul Mellor (Chief Technology Officer) Paul joined Vicorp in September 2002 as Chief Architect, taking overall responsibility for all product architecture and new feature introduction and has been CTO since August 2004. Paul previously spent five years at Lucent Technologies as development manager for 3G mobile products. Paul also has over 12 years experience in telecommunications research, having also worked for HP Labs as a research engineer and manager. During this period, Paul gained experience in a wide range of technologies, including VoIP and emerging services technologies.

Martin van der Weegh (Finance Director) Martin is a Dutch national, and has been with Vicorp since 1995. His ten years with Vicorp, both in Holland and (since 2000) in the UK , have given him wide operational experience of the business, its client history and contractual history. Martin covers all financial reporting, treasury and administrative matters within the business and has been FD since March 2002.

CG Law Company Secretarial Limited  Company Secretary

CG Law is represented by Catherine Gannon, who is principal partner in the independent law firm called Gannons, which specialises in company secretarial, employment, share incentive schemes and market compliance law. Catherine previously practised employment law with Baker & McKenzie in London.
She is a Chartered Secretary, LLB and ATII qualified tax accountant.

DIRECTORS, OFFICERS AND ADVISERS

Vicorp is a UK public quoted company. The company's shares are traded on Plusmarkets and on AiM in London.

We have a range of institutional and private investors and details of our share price and public announcements can be found on:

www.londonstockexchange.com
www.plusmarketsgroup.com

Corporate Governance, Board and Committee structure

Introduction:

The Directors objectives are to create wealth for all of Vicorp's key stakeholders. All Vicorp staff are shareholders or option holders and in particular, the senior managers within the company, have significant equity incentives, designed to create wealth for external shareholders and staff alike, through performance related option triggers.

The Vicorp Board believes that high standards of corporate governance, integrity and ethics are a key part of delivering shareholder value and act to strengthen the company's standing. Under the AIM rules for companies, the Group is not required to comply with the Combined Code on the Financial Aspects of Corporate Governance, published in June 1998 by the Hampel Committee and the London Stock Exchange but the Board has nevertheless implemented procedures in order to comply with the Code insofar as is practical and appropriate for a public company of our limited size and organisation to do so.

The Board of Directors:

The Code indicates that a board should have a minimum of one third of its members as non-executive directors. Currently the Vicorp Board is comprised of five executive directors, an independent professional Company Secretary and a non-executive Chairman. Following its move to the AIM market, the company will be searching for a suitable second non-executive director, in order to comply with the Code and also add further external industry experience to the Board.

The non-executive Chairman, (Tim Hearley, appointed to the Board in May 2004), was not known to the executive directors prior to his appointment and is independent of management and free from any commercial relationship with the Group, thereby allowing him to exercise full independent judgement on any issue that may arise. Within Vicorp no non-executive director can participate in the Group's bonus, pension or healthcare or life assurance schemes.

It is considered to be in the best interests of all shareholders that the non-executive directors have both a shareholding and be participants in the Group's Share Option Scheme to demonstrate a clear commitment to the business. Full details of holdings can be seen in the Directors Report. The biography of the non-executive Chairman is shown in this section along with other directors.

The roles of Chairman (non-executive) and that of the CEO are separate, ensuring a division of responsibility at the head of the Group. All Directors are subject to election by shareholders at the first opportunity after their initial appointment to the Board and to re-election thereafter at intervals of not more than three years. Biographical information on all the Directors can be seen on the Vicorp management page.

On appointment, Directors are offered an opportunity to request information and training relevant to their legal and other duties as a director. They are also given written guidelines and rules setting out their responsibilities within an OFEX listed public company, the FRC Combined Code on Corporate Governance, internal guidance from the companies legal advisors on the handling of price sensitive information and the Model Code provisions.

All Directors are entitled, within their service contracts, to take independent professional advice, if required, at the expense of the Company and they have access at all times to the advice and services of the Company Secretary who is responsible to the Board for ensuring that Board procedures are followed and that applicable rules and regulations are complied with.

Meetings of the Board of Directors:

The Board has overall responsibility for the strategic direction and management of the Group, approval of acquisitions, the agreement of annual plans and budget, significant capital investments and setting corporate policy (but see also below).

The Board usually meets once each month, after all relevant information has been circulated on a timely basis, to discuss a formal scheduled agenda covering the key areas of the Group's affairs, including a detailed review of financial, sales and business development.

All members of the Board are expected to attend each monthly Board Meeting in person.

Feedback is provided to management to ensure that decisions made during the meetings are effected as quickly as possible on an operational level and the company runs a separate Operating Board for this specific purpose and to provide transparency on all operational decisions and performance objectives.

Audit Committee:

The Audit Committee comprises one non-executive with Tim Hearley as Chairman and any or all executive directors can be invited to attend a meeting at the discretion of the Chairman. The minutes of every meeting are taken by the Chairman and circulated to all Directors. The Chairman also provides a verbal report of all meetings of the Committee to the next Board Meeting. Audit Committee Meetings take place not less than twice per annum with the auditors being present on at least one of those meetings, without any Executive Director being in attendance.

In summary, the duties of the Committee are to:

• monitor the integrity of financial statements, reporting and accounting procedures
• monitor and review accounting policies, accounting standards and disclosures
• monitor the effectiveness of the Company's internal controls and risk management
• enable any corporate wrong-doing to be reported independent of management
• review the conduct of the audit and discuss the audit fees
• review the Board's statement on internal control in the Company's Annual Report and
• formally report on these matters

Remuneration Committee:

The Remuneration Committee comprises the Company Secretary, the Non-executive Chairman and the CEO. Meetings take place not less than twice per annum.

No director will attend a meeting when it is considering any terms or conditions relating to that directors' own service.

In summary, the duties of the Committee are to:

• determine the terms and conditions of service of all Directors including remuneration and the granting of Share Options
• ensure that the interests of directors and external shareholders are aligned
• monitor remuneration and incentive policies at all levels within the business
• ensure compliance with best practice and regulatory guidelines
• obtain professional advice, including comparison with similar businesses, in order to correctly fulfill its duties, as the Committee deems appropriate, and
• formally report on the above matters

Relationships with Shareholders – market communication:

The Board remains fully committed to maintaining regular and timely communication with shareholders. Formal announcements to the market are made via the AIM RNS and Plusmarkets Newstrack services in line with AIM and Plusmarkets rules and recommended timelines.

Presentations and discussions with interested parties will not contain price sensitive information that has not already been released via RNS and Newstrack.

Internal Control:

The Board of Directors has responsibility for ensuring that the Company maintains a system of internal financial control to provide them with reasonable assurance regarding the reliability of financial information used within the business and for publication and that assets are safeguarded and risk is identified as early as practicably possible.

Such systems are designed to manage rather than completely eliminate risk and can only provide reasonable but not absolute assurance against misstatement or loss.

There is a schedule of matters that are reserved for decision by the whole Board, as part of its standing agenda, in order that it maintains effective, ongoing, control over the appropriate strategic, financial and compliance issues.

Operational issues are the responsibility of the executive directors, each of whom has separate clearly defined functional responsibilities and performance objectives allocated to them.  They report, in the first instance, to the CEO on a daily basis, and as a group, to the Operating Board each month, to ensure open communication and prioritisation of business issues.

The executive directors are mindful of the effects that further growth will have on the size and complexity of the operational aspects of the company and are continually developing improved methods of monitoring and control. This development will continue. The main Board is fully informed as to operational progress at every monthly meeting.

Constitutional Documents

The Companies Articles are available as a .pdf download and can be opened online:

View document

Recent Accounts

The most recent annual report and half yearly reports are available as .pdf downloads and can be opened online:

Accounts 2006

Interim Accounts 2006

Accounts 2005

Market information

The most recent AIM Admission Document is available as .pdf downloads and can be opened online:

View document

Notifications made to the markets in the last 12 months:

View AIM notifications

View PLUS Markets NewsTrack Archive

Shares in issue

Lock in agreements

Lock in agreements pursuant to which the Management team have each undertaken to the Financial Advisors and Broker (SVS Securities plc), Nominated Adviser (Zimmerman Adans International Ltd.) and Vicorp Group plc not to dispose of any interest in Ordinary Shares (except in certain limited circumstances) for a period of 12 months from Admission and also Brendan Treacy has agreed to observe certain orderly market provisions for a further 12 months.

Lock in agreement pursuant to which Arc Fund Management Ltd. has undertaken to SVS Securities plc, Zimmerman Adams International Ltd. and Vicorp Group plc not to dispose of 9,350,000 ordinary shares (except in certain limited circumstances) for a period of 12 months from Admission.

The following shareholders are subject to orderly market arrangements.

Key shareholders

The following persons have a holding of three per cent of more of the Share Capital.

* The interest of Mr Treacy includes 24,000,000 Ordinary Shares registered in the name of Mrs J Treacy

** The interest of Mr Hearley includes 10,000 Ordinary Shares registered in the name if his son, Richard Hearley, and 10,000 Ordinary Shares registered in the name of Fiske Nominees Ltd.

*** The shares held by Noble Fund Management are held on behalf of Noble Income & Growth VCT, Noble VCT plc, Noble AIM VCT & Noble Fund Managers Plc.

**** The shares held by ARC Fund Management are held on behalf of ARC Growth Company VCT, ARC EIS Growth Fund and ARC Fund Management Ltd. The shares owned by ARC EIS Growth Fund are held through Share Nominees Ltd.