THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you should consult your stockbroker, independent financial adviser or other person duly authorised under the Financial Services and Markets Act 2000 who specialises in advising on the acquisition of shares and other securities if you are resident in the United Kingdom or, if not, you should consult another appropriately authorised independent financial adviser. The whole text of the document should be read, but your attention is, in particular, drawn to the section entitled "Risk Factors" in Part II of this document on pages 11 to 14 of this document.

If you have sold or otherwise transferred all your Shares, please forward this document, together with the accompanying Form of Proxy as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. If you have sold or otherwise transferred only part of your holding of Shares you should retain these documents and consult the bank, stockbroker or other agent through whom the sale was effected.

Vislink plc

(Incorporated in England and Wales with registered number 4082188)

Disposal of Hernis Scan Systems AS

Circular to Shareholders and

Notice of General Meeting

Evolution Securities, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as sponsor and financial adviser exclusively for Vislink in connection with the Disposal. Evolution Securities is not acting for, and will not be responsible to, any person other than Vislink for providing protections afforded to customers of Evolution Securities or for advising any other person on the contents of this document or any transaction or arrangement referred to herein.

Your attention is drawn to the letter from the Chairman of Vislink set out in Part I which explains why the Directors are unanimously recommending that you vote in favour of the Resolution to be proposed at the General Meeting referred to below. Before deciding on what voting action to take, you should carefully consider all the information in this document; in particular the section entitled "Risk Factors" in Part II of this document on pages 11 to 14 of this document.

Notice of a General Meeting of Vislink, convened for 3 p.m. on 29 December 2010 at the offices of the Company, Marlborough House, Charnham Lane, Hungerford, Berkshire RG17 0EY is set out at the end of this document and a Form of Proxy for use at the General Meeting is enclosed. To be valid, the Form of Proxy should be completed in accordance with the instructions printed thereon and returned to the Company's Registrars, Computershare Investor Services PLC, the Pavilions, Bridgwater Road, Bristol BS99 6ZY as soon as possible, but in any event, so as to be received no later than 3 p.m. on 27 December 2010. Completion and return of a Form of Proxy will not preclude Shareholders from attending and voting in person at the General Meeting. This document is a circular relating to Vislink prepared in accordance with the Listing Rules of the Financial Services Authority made under section 74 of FSMA.

		Page
	Expected Timetable of Key Events	3
	Forward-Looking Statements	4
Part I	Letter from the Chairman of Vislink	5
Part II	Risk Factors	11
Part III	Summary of the Terms and Conditions of the Disposal Agreement	15
Part IV	Financial Information Relating to Hernis	17
Part V	Pro forma financial information on the Continuing Group	19
Part VI	Additional Information	23
Part VII	Definitions	31
	Notice of General Meeting	34

EXPECTED TIMETABLE OF KEY EVENTS

	2010
Posting of this document to Shareholders	8 December
Latest time and date for receipt of Forms of Proxy for the General Meeting	by 3 p.m. on 27 December
General Meeting	3 p.m. on 29 December
Expected date of Completion of the Disposal	30 December

Notes:

(1) Each of the times and dates set out in the above timetable and mentioned in this document are subject to change by the Company. The Company will notify the Financial Services Authority and, where appropriate, Shareholders of any such changes.

(2) All references to times in this document are to London times unless stated otherwise.

FORWARD-LOOKING STATEMENTS

This document includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "anticipates", "targets", "aims", "continues", "projects", "assumes", "expects", "intends", "may", "will", "would" or "should", or in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts.

They appear in a number of places throughout this document and include statements regarding the Directors', the Company's and the Group's intentions, beliefs or current expectations concerning, among other things, the Group's results or operations, financial condition, prospects, growth strategies and the industries in which the Group operates. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements, including without limitation: conditions in the markets, the market position of the Group, earnings, financial position, cash flows, return on capital, anticipated investments and capital expenditures, changing business or other market conditions and general economic conditions. These and other factors could adversely affect the outcome and financial effects of the plans and events described in this document.

Forward-looking statements contained in this document based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future. However, these forward-looking statements and other statements contained in this document regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved.

Except to the extent required by applicable law, the Listing Rules or the Disclosure and Transparency Rules, the Company disclaims any obligation or undertaking to update any forward-looking statement contained in this document to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

DEFINITIONS AND GLOSSARY

Capitalised and certain technical terms contained in this document have the meanings set out in Part VII of this document on pages 31 to 33.

DATE

This document is dated 8 December 2010.

PART I

LETTER FROM THE CHAIRMAN

Timothy Trotter (Non-Executive Chairman) Marlborough House Duncan Lewis (Chief Executive Officer) Charnham Lane James Trumper (Finance Director) Hungerford Robin Howe (Senior Non-Executive Director) Berkshire RG17 0EY Oliver Ellingham (Non-Executive Director) (Registered in England and Wales No 4082188) Stephen Bellamy (Non-Executive Director) John Hawkins (Non-Executive Director and Chairman elect) Dear Shareholder Date: 8 December 2010

Directors: Registered Office:

Proposed Disposal of Hernis

1. Introduction

On 19 November 2010, the Company announced that the Group had entered into a conditional agreement to sell the entire issued share capital of Hernis for £32.5 million in cash. In view of the size of the Disposal, which constitutes a Class 1 transaction under the Listing Rules, completion of the Disposal is conditional, inter alia, on the approval of Shareholders at a General Meeting.

Hernis designs, manufactures and sells CCTV systems and provides wireless power products for both on and offshore oil and gas installations worldwide and for oil and gas transport vessels, and the marine, cruise, naval sectors and related engineering sectors and provides consulting services in respect of the same.

The purpose of this document is, inter alia, to provide you with information about the Disposal and to explain why the Board considers the Disposal to be in the best interests of the Company and Shareholders as a whole and why the Directors recommend that you vote in favour of the Resolution to be proposed at the General Meeting, as they intend to do in respect of their own holdings of 1,710,732 Ordinary Shares representing approximately 1.23 per cent. of the total Ordinary Shares currently in issue. The General Meeting will be held at the offices of the Company, Marlborough House, Charnham Lane, Hungerford, Berkshire RG17 0EY on 29 December 2010 at 3 p.m. for these purposes. A notice convening the General Meeting is set out at the end of this document.

Shareholders should be in no doubt as to the importance of the Disposal proceeding. The Directors strongly urge Shareholders to vote in favour of the Resolution at the General Meeting. If the Resolution is not approved at the General Meeting and the Disposal does not proceed, the Directors are of the opinion that the Group will not have sufficient working capital for its present requirements.Your attention is drawn to the Importance of the Vote wording in paragraph 12 below.

You are recommended to read the whole of this document and not rely on only part of it. Your attention is also drawn to the Risk Factors set out in Part II of this document.

2. Details of the Hernis business

Based in Arendal, Norway, Hernis is probably a market leader in intrinsically safe marine CCTV systems. The company is an expert in high quality monitoring and inspection systems for environments considered too hazardous, sensitive or inaccessible for direct human inspection. Hernis integrates its systems into computer networks, making them a partner in some of the world's largest marine and oil and gas engineering projects. Hernis's product range includes explosion proof camera stations, thermal camera stations for ice-detection as well as crane and submersible solutions.

Hernis is probably the market leader in CCTV equipment certified for use in hazardous areas – "Ex equipment". Hernis offers a full range of products purpose built to operate in potentially ignitable atmospheres, for instance exposed to gas or in risk of gas leakage. Products are certified to both the North American standard NEC and to the European standard CENELEC.

During the three financial years ended 31 December 2009 and the six months ended 30 June 2010 Hernis recorded the following results:

	6 months ended	Year ended	Year ended	Year ended
	30 June	31 December	31 December	31 December
	2010	2009	2008	2007
	(unaudited)	(audited)	(audited)	(audited)
	£m	£m	£m	£m
Revenue	14.0	31.8	22.4	16.8
EBITA	2.8	4.7	2.7	1.6
Profit before tax	2.8	4.6	2.6	1.6

As at 30 June 2010, Hernis had unaudited gross assets of £17.6 million and unaudited net assets of £12.6 million.

The financial information above has been extracted without material adjustment from the consolidation schedules which support the unaudited interim results for Vislink for the six months ended 30 June 2010 and the audited financial statements of Vislink for the three years ended 31 December 2009. Further financial information on Hernis is set out in Part IV of this document and Shareholders are advised to read the whole of this document and not solely rely on the summary financial information above.

3. Strategy and reasons for the Disposal

In 2005, the BAS Programme started in the United States. This involved over 1,000 broadcasters migrating to narrower frequency bands to accommodate new advanced wireless services and moving from analogue to digital transmission for electronic news gathering. Vislink, through its subsidiary MRC, had a leading market share in providing equipment to the broadcasters to support these changes.

This BAS Programme together with the growth of the marine and energy market fuelled the growth for the Group between 2005 and 2008. At its peak, the BAS Programme accounted for approximately 40 per cent. of Group revenues. The Group recognised that the BAS Programme had a limited life and in late 2008, the Board initiated a review of the future strategy of the Group beyond the end of the BAS Programme led by the newly appointed Chief Executive, Duncan Lewis.

The new strategy was to maintain growth by building upon the existing strong market positions in the marine safety and broadcast markets, whilst capitalising on the growing law enforcement and security markets and the development of new sales channels. At the same time, the strategy addressed long-term structural weaknesses in the Group, including its high fixed-cost base, lack of common systems and processes, and the absence of common architectures to design and manufacture low cost, high quality products.

In January 2009, the Board announced a re-organisation to implement this strategy. The Group was re-organised into Business Units serving its four core markets: N&E; M&E; LEPS; and Services. It extended its geographical reach in the Asia/Pacific region, the Middle East and South Africa through the investment in increased sales presence in these regions. The Business Units focused on building market share through product innovation, marketing and sales, increasing the relatively strong market shares in each of their respective niche markets.

The Business Units are supported by Vislink Technologies and Vislink Logistics. Vislink Technologies focuses on producing high quality products quickly and at a low cost for each of the Business Units. Vislink Logistics is reducing costs and quality is expected to improve by progressively moving manufacturing from multiple sites to a point where the majority of products will be sourced from Asia by the middle of 2011.

The new organisation of the Group has reduced direct manufacturing costs by approximately 35 per cent., and reduced overheads and at the same time, the Group has invested in new sales offices and upgraded information systems. Sites have been consolidated or reduced in size, thereby reducing the Group's underlying fixed costs. New products have been brought to market more quickly, including a new product suite branded 'Kamelyon' which was developed for the law enforcement and public safety market.

However, despite the major cost-reductions, the economic downturn occurred concurrently with the end of the BAS Programme which meant that the Business Units could not generate alternative profit streams fast enough to compensate for the loss of business from the BAS programme. Moreover, each of the Business Units has, as internet protocol technologies become ubiquitous, required sustained long-term investment to implement this technology transition.

Despite the major restructuring efforts, the Group has not been making sufficient returns to create sustainable shareholder value. Consequently, the Board asked the Chief Executive to carry out a portfolio review in June 2010. The review concluded that the Group was structured across too many markets and needed to focus further on markets where it can continue to grow and make profitable returns on its investments for Shareholders, and should dispose of assets which were not core to the future growth of the Group, provided any such disposals released value for shareholders.

It was concluded that the Group should focus its resources and strategy on the related news and entertainment and law enforcement and public safety markets, where it already holds strong international positions and would be able to narrow its technology investments. By disposing of other activities, the Group could become debt free, and have the capacity to invest selectively in product development and make judicious acquisitions where it could build profitable market-share from its existing position.

Accordingly, it was decided that Hernis did not fit within the new focus of the Group and that the business of Hernis would be best served by becoming part of a company with a focus on marine safety. In addition, the Board has decided to dispose of Western Technical Services Inc., its Services business located on the West Coast of the USA. Negotiations are underway with a number of parties and a sale is expected to be concluded in early 2011 for a consideration of between £2.5 million and £4.5 million subject to negotiation and structure.

Following the Disposal of Hernis, the Group will focus on serving the news and entertainment and law enforcement and public safety markets. Although these markets have different customer characteristics, they share common technologies and related products, and the Continuing Group will therefore continue to benefit from economies of scale in its investment in engineering and manufacturing by amortising the costs of its investment across the two markets.

In each Business Unit, the Continuing Group expects it will be either the market-leader or a significant competitor of the market leader, and will have uniquely competitive products to continue to build market share and brand presence.

The Continuing Group intends to continue to contain direct and overhead costs. No further immediate expansion is planned in overhead costs as the regional sales offices are appropriately staffed and the major planned investments in information technologies have been completed. The Continuing Group however, intends to move the majority of its product-sourcing to Asia by the end of June 2011. As previously announced, this is expected to improve gross margins.

4. Principal terms of the Disposal Agreement

Under the terms of the Disposal Agreement, the Buyer has agreed to acquire the entire issued share capital of Hernis from the Company, including its directly and indirectly owned subsidiaries and associated undertakings at the date of the Disposal Agreement.

The Consideration for the Disposal is cash of £32.5 million, of which approximately £27.6 million is payable to Vislink Holdings at Completion, the balance being paid into an escrow account (where it will be held for 18 months from Completion), to be available to satisfy certain claims by the Buyer under the Disposal Agreement arising from the calculation of the working capital adjustment pursuant to the completion accounts and for breaches of warranties and indemnities under the Disposal Agreement. The Consideration is subject to adjustment to the extent that the working capital of Hernis at completion of the Disposal exceeds or falls short of the target forecast range.

Completion of the Disposal Agreement is conditional, inter alia, on the Company obtaining the consent of Shareholders to the Disposal at the General Meeting.

The Disposal Agreement contains detailed warranties and indemnities by Vislink Holdings in favour of the Buyer. The aggregate amount recoverable under the warranties and indemnities is limited to £32.5 million. The Company has guaranteed the obligations of Vislink Holdings to the Buyer under the Disposal Agreement.

The principal terms of the Disposal Agreement are described in more detail in Part III of this document.

5. Financial effects of the Disposal on the Group and use of proceeds

For the financial year ended 31 December 2009 Hernis contributed £4.6 million to the Group profit before tax and consequently, had the Disposal occurred on 31 December 2008, the Group would have reported a loss before tax for that year.

The Disposal would have increased the Group's net assets by £22.3 million had it occurred on 30 June 2010 as shown in the pro forma financial information relating to the Continuing Group set out in Part V of this document.

The Board intends to consult with Shareholders, as far as practicable, on the use of the net proceeds from the Disposal which are expected to amount to £25.6 million (subject to an adjustment to the extent that the working capital of Hernis at completion of the Disposal exceeds or falls short of the forecast amount). This represents gross proceeds of £32.5 million less direct costs relating to the Disposal of approximately £0.5 million, contracted payments to the Hernis management of £1.5 million and an amount of approximately £4.9 million which will be held in escrow pending any claims under the Warranties and Indemnities as set out in Paragraphs 2 and 5 of Part III of this document. The payment of £1.5 million to the Hernis management represents the amount due under the terms of the Senior Management Bonus Scheme.

The Board currently expects the Continuing Group to use the net proceeds from the Disposal to:

repay all the Group's current borrowings which amount to approximately £7.3 million; and
acquire Gigawave for an intitial consideration of £1.75 million and up to a maximum of £4.0 million in deferred consideration as set out below.

The Directors currently expect to use some of the remaining funds to pay a special dividend, the amount and timing of which will be determined in due course. The balance of the net proceeds will be used to strengthen the Group's balance sheet to allow it the flexibility to invest further sums in internet protocol development as new product needs arise and to consider further acquisitions to achieve scale in its core markets.

The Group is in advanced negotiations to acquire Gigawave, one of its competitors in the broadcast market and it is hoped that, subject to completion of the Disposal, the acquisition will be completed in early 2011. The Group expects to pay up to £5.75 million, of which £1.75 million will be paid on completion, and up to a maximum of £4.0 million will be a deferred earn-out mechanism over the four years following completion. The transaction is expected to be earnings enhancing in its first full year.

6. Current trading of the Group and prospects for the Continuing Group

Current trading of the Group

In the Company's interim results statement released on 25 August 2010, the Company said that it saw some signs of recovery across the Group though it continues to have limited visibility into all its markets. In the third quarter of the year, orders increased by 19 per cent. and revenue increased by 15 per cent. compared to the second quarter. For the nine months to 30 September orders and sales were down 20 per cent. and 24 per cent. respectively on the same period in 2009 compared with 26 per cent. for both metrics at the half year.

The signs of recovery in the news and entertainment market continue. The order intake for the nine months to 30 September was 6 per cent. higher than in the same period in 2009 and 36 per cent. higher than the second quarter of 2010. The business won two awards for its new internet protocol products at the International Broadcasters Convention in September. The M&E business continues to recover as the demand for energy increases as worldwide economic growth accelerates. Order intake in the third quarter was 18 per cent. higher than the second quarter but is 32 per cent. down on the year to 30 September compared to the same period in 2009. The Services business has begun to develop traction in the broadband markets into which it is moving, but this has been at a slower pace than planned. In LEPS, the challenge remains the timely conversion of opportunities into orders. Whilst order intake in the third quarter was 29 per cent. up on the second quarter, the year to date order intake is 30 per cent. down on 2009.

The majority of the Group's manufacturing should have moved to contract manufacturers in Asia by June 2011 and this coupled with the consequential cost savings, is expected to reduce the fixed cost base of the Group following the Disposal and the WTS Disposal to below £27.0 million.

In line with the rest of the industry, the Group continues to experience delays in the award of certain US and overseas security contracts that would have provided the LEPS business unit with organic growth in 2010. Whilst several awards are still expected to be made this year, they may be too late to contribute significantly to revenue in 2010. This would result in Group revenues for the year being at or below the lower end of market expectations.

Prospects for the Continuing Group

Given the strong market positions of the N&E and LEPS Business Units, supported by a strengthened balance sheet following the Disposal, the Board believes that the Continuing Group can continue to win market share in both the broadcast and law enforcement markets and further reduce costs. Following the Disposal, the Continuing Group should have the resources to invest in profitable areas of future growth, both in product and market development and through selective acquisitions. The Board therefore remain confident about the future prospects for the Continuing Group.

7. Risk factors

Shareholders should consider fully and carefully the risk factors associated with the Disposal and the Continuing Group. Your attention is drawn to the Risk Factors set out in Part II of this document.

8. Dividend policy

As set out above, the Board currently expects that the Continuing Group will pay a special dividend to Shareholders of an amount and at a time to be determined in due course.

The Board also currently expects that the Continuing Group will maintain a similar annual dividend policy to that adopted by Vislink as at the date of this document. The Board currently expects that the annual dividend to be paid in 2011 will not be less than that paid in 2010.

9. General Meeting

The Resolution, which will be proposed as an ordinary resolution, provides for the approval of the Disposal on the terms set out in this document and for the Board or a committee of the Board to be authorised to make non-material amendments, waivers or variations and do all such other things as in each case they consider necessary, desirable or expedient in connection with the Disposal.

A General Meeting has been convened for 3 p.m. on 29 December 2010 at the offices of the Company, Marlborough House, Charnham Lane, Hungerford, Berkshire R617 0EY. At the General Meeting, the Resolution will be proposed.

10. Action to be taken

You will find enclosed with this document a Form of Proxy for use at the General Meeting. Whether or not you propose to attend the General Meeting in person, it is important that you complete and sign the enclosed Form of Proxy in accordance with the instructions printed thereon and return it to the Company's Registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, as soon as possible and, in any event, so as to be received not later than 3 p.m. on 27 December 2010. The completion and return of a Form of Proxy will not preclude you from attending the General Meeting and voting in person, if you so wish.

You may, if you wish, register your proxy appointment electronically for the General Meeting and any adjournment(s) thereof via the website www.eproxyappointment.com and following the instructions.

If you hold Shares in CREST, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to Computershare so that it is received by no later than 3 p.m. on 27 December 2010.

11. Further information

Shareholders should read the whole of this document and not just rely on the information contained in this letter.

12. Importance of the vote

As set out below, the Board unanimously recommends that Shareholders vote in favour of the Resolution to be proposed at the General Meeting. In making an assessment of their voting intentions, Shareholders should be aware that if the Resolution is not approved at the General Meeting and the Disposal does not proceed, the Directors are of the opinion that the Group will not have sufficient working capital for its present requirements.

The terms governing the Group's borrowing facilities contain various financial covenants. Whilst the Group is currently operating within these financial covenants, if the Disposal did not complete it is likely that the Group will be in breach of one or more of its covenants as at 31 December 2010. In these circumstances the Directors would seek to agree waivers of the relevant covenants in accordance with established practice and have had initial conversations with respect to a waiver with its lender. This would likely involve the payment of additional fees and could have the effect of raising the cost of the Group's borrowings which could have a significant impact on the Group's business, financial condition, results of operations and prospects.

The Directors are confident that waivers would be agreed but in the unlikely event that they were not, the Group might be required to repay its borrowings in whole or in part together with the attendant costs on demand or within a timeframe to be set by the Group's lender. The Group's current bank borrowings amount to £7.3 million and were the Group required to repay these in whole or in part it would seek to do so through pursuing new credit facilities with its existing or another provider, or seeking further financing from equity providers, although no discussions have yet been had with respect to either of these options. In addition the Directors could make disposals and the Company is currently in discussions to sell Western Technical Services Inc and expects to conclude a sale in early 2011 for a consideration of between £2.5 million to £4.5 million. No further disposals have been identified and no discussions initiated with respect to any disposals.There is no guarantee that any of these actions would be successful within the timeframe set by the Group's lender.

Shareholders should be aware that the actions set out above could only be pursued with the consent of the Group's lender which has the right to call for immediate repayment following a breach of covenant. If this consent were withheld or none of these options were successful within the required timeframe there is no guarantee that the Group's lender would not seek to put the Group into some form of insolvency proceedings.

13. Recommendation

The Board considers the Disposal to be in the best interests of the Company and the Shareholders as a whole. Accordingly the Board unanimously recommends that Shareholders vote in favour of the Resolution to be proposed at the General Meeting, as the Directors intend to do in respect of their own beneficial shareholdings amounting in aggregate to 1,710,732 Ordinary Shares, representing approximately 1.23 per cent. of the issued Ordinary Share capital of Vislink.

Yours faithfully

Timothy Trotter Chairman

PART II

RISK FACTORS

All of the information set out in this document, including, but not limited to, the risks described below, should be carefully considered. If any of the following risks actually materialise, the business, financial condition and prospects of the Continuing Group and the price of the Ordinary Shares could be materially and adversely affected to the detriment of the Company, the Continuing Group and Shareholders, and you may lose all or part of your investment in the Ordinary Shares. The risks described below are those material risks of which the Directors are aware; however, further risks that are not presently known to the Directors, or that the Directors currently deem immaterial, may also have a material and adverse effect on the Company's and the Continuing Group's business, financial condition and prospects and the market price of the Ordinary Shares.

1. Risks relating to the Disposal not Proceeding

Compliance with financial covenants

Inability to realise shareholder value

The Board believes that the Disposal is in the best interest of Shareholders taken as a whole and that it currently provides the best opportunity to realise an attractive and certain value for Hernis. If the Disposal does not complete, the Group's ability to deliver shareholder value, to deliver value for Hernis or to implement the Group's stated strategy may be prejudiced which could have a significant impact on the Continuing Group's business, financial conditions, results of operations and prospects.

2. Risks relating to the Disposal

Conditions

The Disposal is subject to a number of conditions precedent, in particular the grant or deemed grant, in terms satisfactory to the Buyer of the approval required under Norwegian competition law and the approval of Shareholders to the Disposal. There is a risk that these approvals may not be obtained and that the Disposal may accordingly not complete.

The Group may not realise the perceived benefits of the Disposal

The Group may not realise the anticipated benefits of the Disposal set out in Part I of this document. The Group may encounter currently unforeseen difficulties in achieving these anticipated benefits and/or these anticipated benefits may not materialise.

The Continuing Group's operations will be less diversified

Following the Disposal, the Continuing Group's business will be less diversified and will focus on the N&E, LEPS and Services Business Units. Weak performance in these Business Units, or in any particular part of these Business Units, may have a proportionally greater adverse impact on the financial condition of the Continuing Group.

Potential claims under the Disposal Agreement

Vislink Holdings has given (and the Company has guaranteed) certain warranties, indemnities and covenants to the Buyer in connection with the Disposal pursuant to the terms of the Disposal Agreement. Should the Buyer be able to pursue a successful claim against Vislink Holdings or the Company pursuant to the Disposal Agreement, such claim may have a material adverse effect on the Continuing Group's business, financial condition, results of operations and prospects in the longer term.

Adjustment of the Consideration

The Disposal Agreement includes a mechanism for the Consideration to be adjusted to reflect any shortfall or excess in the working capital position of Hernis at Completion. If the working capital position of Hernis worsens between the date of the Disposal Agreement and Completion, then the Consideration for the Disposal will be reduced in accordance with the terms of the Disposal Agreement.

3. Risks associated with the industry

The markets in which the Continuing Group operates are mature and highly competitive with respect to price, geographic distinction, functionality, brand recognition and the effectiveness of sales and marketing

Due to price pressure, the Continuing Group may experience substantial fluctuations in future operating results. If the Continuing Group is unable to offset any reductions in selling prices and margins by increases in volumes and/or by decreases in operating expenses, the Continuing Group's turnover and profitability may be affected negatively. Furthermore, competition could be intensified due to companies entering certain markets with new products or favourable cost structures. Accordingly, in such events, the Continuing Group's sales, margins and/or market shares may decrease. These and other competitive pressures may prevent the Continuing Group from competing successfully against current or future competitors. Such competitive pressures could have a significant impact on the Continuing Group's business, financial condition, results of operations and prospects.

The markets in which the Continuing Group operates experience seasonal variations in revenues and operating profits

Sales to the various sectors serviced by products from the Continuing Group can vary greatly throughout the calendar year. As a result, the Continuing Group actively manages its cost base and contract decisions in line with forecast activity levels and prior experience. However, any shortfall in revenues during peak trading periods against those anticipated could have a significant impact on the Continuing Group's business, financial condition, results of operations and prospects

4. Risks relating to the business of the Continuing Group

Competition

Competition is intensive in certain market segments, especially for satellite uplinks where margins have been continuously under pressure for some years and increasingly for microwave products where pricing is becoming more intensive as market growth has slowed down, especially in North America. Competition is less intense in the wireless camera segments, but is expected to grow over time.

Reputational risks for operational incidents

Many of the Continuing Group's products are for mission critical services, such as ensuring that live news and sports broadcasts are uninterrupted. There is the risk that product failure will cause loss of services to the Continuing Group's customers, bringing damage to the Continuing Group's reputation.

Senior management and senior personnel

Vislink is dependent on members of its senior management team and skilled personnel. Its future success will depend in part on its ability to attract and retain highly skilled management and personnel. If the Continuing Group does not succeed in attracting and retaining skilled personnel, it may not be able to grow its business as anticipated. Further, the departure from the Continuing Group of certain senior employees could, in the short term, have a material adverse effect on the Continuing Group's business.

Operations overseas

The Continuing Group conducts business in multiple jurisdictions and, as a result, assumes the accompanying risks which could disrupt the Continuing Group's business activities which may include rapidly changing government regulations and administrative policies, restraints on the movement of capital, expropriation of assets by governments, imposition of burdensome taxes or tariffs, political changes in the business environment in which Vislink operates, economic downturns, political instability and civil disturbances. No assurance can be given that the occurrence of any such events will not have a material adverse effect on the Continuing Group's future results, operations and financial condition.

The Continuing Group may be affected adversely by global economic conditions

The Continuing Group's operating and financial performance is influenced by the economic conditions of the regions in which it operates, particularly the United Kingdom and Continental Europe and the USA. The strained global economic conditions and the volatility of international markets could result in a general reduction in business activity and a consequent loss of income for the Continuing Group. The recent global credit market conditions mean financial institutions are applying more stringent lending criteria and the availability of debt is low by historical comparison, which may mean that it will be more costly for the Continuing Group to raise funds to take advantage of opportunities. Prevailing global economic conditions may have a material adverse effect on the Continuing Group's business, results of operations and overall financial condition.

The Continuing Group is exposed to currency fluctuations

Currency risk arises from the possibility that fluctuations in foreign currency exchange rates will affect the value of the Continuing Group's assets and liabilities and its earnings. The Continuing Group's reporting currency is pounds sterling. However, the Continuing Group has or will have operational exposure in US Dollars and Euro and capital expenditure cash flows may also be in currencies other than the Continuing Group's functional currency. As a result, the Continuing Group's profitability may be adversely impacted if the earnings and cash flows associated with these operations fall or cash outflows increase because of currency fluctuations against pounds sterling. The exchange rate risk to the Continuing Group in terms of its reported results lies in the translation of the results of the US business from US dollars to pounds sterling.

The Continuing Group translates the profits and losses of overseas operations using the average exchange rate for the financial year and the net assets and liabilities of overseas subsidiaries at the year end exchange rate. It continues to be the Continuing Group's policy not to hedge the foreign currency exposures on the translation of overseas profits or losses and net assets or liabilities to pounds sterling as they are considered to be accounting rather than cash exposures. To the extent that the Continuing Group's currency exposure remains unhedged, these currency risks could have a material adverse effect on the Continuing Group's business, financial condition, results of operations and prospects in the longer term.

The Continuing Group is exposed to interest rate fluctuations

The Continuing Group's interest-bearing assets and liabilities are subject to fluctuations of interest rates. Hence the Continuing Group's financial costs, financial condition and credit profile may be adversely affected by fluctuations in interest rates.

The Continuing Group is also exposed to movements in interest rates which affect the amount of interest paid on borrowings and the return on its cash investments. To the extent that any of the Continuing Group's interest rate exposure remains unhedged, adverse movements in interest rates could have a material adverse effect on the Continuing Group's business, results of operations and overall financial condition.

The successful implementation of the Board's envisaged growth strategy may not materialise as planned

The Board's growth strategy and its successful implementation is key to enhancing the Continuing Group's performance and delivering value to stakeholders. Should the successful execution of this strategy not occur as expected, the Continuing Group's performance may be adversely impacted which will restrict the Continuing Group's ability to generate adequate returns and subsequently deliver value to its stakeholders.

The occurrence of major operational problems could have a material adverse effect on the Continuing Group

The growth of the Continuing Group depends upon the successful development of new products and the quality of their subsequent manufacture. There is a risk that Vislink Technologies may not have the skills to meet future market needs, and the risk that the outsourcing of manufacturing to third parties degrades quality and affects the Continuing Group's reputation with its customers.

The Continuing Group is exposed to the risk of changes in tax legislation and its interpretation, as well as to increases in the rate of corporate and other taxes in the jurisdictions in which it operates

The Continuing Group's activities are subject to tax at various rates in the jurisdictions in which it operates computed in accordance with local legislation and practice. Action by governments to increase tax rates or to impose additional taxes would reduce the Continuing Group's profitability. Revisions to tax legislation or to its interpretation might also affect the Continuing Group's results in the future.

PART III

SUMMARY OF THE TERMS AND CONDITIONS OF THE DISPOSAL AGREEMENT

1. Introduction

The Disposal Agreement between (i) Vislink Holdings (ii) the Company (iii) the Buyer and (iv) Cooper UK is dated 18 November 2010. Under the terms of the Disposal Agreement, the Buyer has conditionally agreed to acquire the entire issued share capital of Hernis, including its direct and indirect subsidiaries and associated undertakings at the date of the Disposal Agreement.

The full text of the Disposal Agreement is available for inspection as described in paragraph 14 of Part VI.

2. Consideration

The Consideration for the Disposal shall be cash of £32.5 million, of which £27.6 million is payable to Vislink Holdings at Completion, the balance being paid into an escrow account, to be held for 18 months from Completion as described below. The Consideration is subject to adjustment to the extent that the working capital of Hernis at completion of the Disposal exceeds or falls short of the target forecast range.

The sum paid into the escrow account will be held by the UK branch of The Bank of New York Mellon Trust Company, N.A. and will be available to satisfy valid claims by the Buyer under the provisions described in Warranties and Indemnities below, and also for amounts payable to the Buyer by reason of a shortfall in the working capital of Hernis.

3. Conditions to Completion

Completion of the Disposal Agreement is conditional on the following matters being satisfied prior to 31 January 2011:

(i) the Company obtaining the consent of Shareholders to the Disposal at the GM; and
(ii) the grant or deemed grant, in terms satisfactory to the Buyer of the approval of the Disposal required under Norwegian competition law.

Completion will take place following the satisfaction of the conditions set out above. Completion is currently expected to occur on 30 December 2010.

4. Operation of the Hernis business prior to Completion

Vislink Holdings has agreed to procure that between the date of the Disposal Agreement and Completion each member of the Hernis Group shall operate its business in the ordinary and usual course and not enter into any of the transactions specified in the Disposal Agreement, such as disposing of any part of its business or assets, dismissing staff or commencing litigation. During that period the Buyer will be entitled to have access to the premises of the Hernis Group and to be supplied with information relating to the Hernis Group.

5. Warranties and Indemnities

The Disposal Agreement contains detailed warranties by Vislink Holdings in favour of the Buyer, including in relation to organisation, capacity and authority of the Company and Vislink Holdings, financial statements and accounting records, events since the date of the last financial statements, contracts, product liability, assets, intellectual property, information technology, real property, employees, pensions, litigation, compliance with laws and taxation.

In addition, Vislink Holdings has agreed to indemnify the Buyer in relation to taxation matters, pre-completion liabilities, transaction expenses, incentive payments and indebtedness not taken into account when determining the working capital at Completion for the adjustment referred to above, breaches of the covenants described in paragraph 6 below and breach of specified warranties, including those relating to title to shares, the capacity of Vislink Holdings, Hernis's assets and intellectual property.

The aggregate amount recoverable under the warranties and indemnities is limited to £32.5 million. Claims may in general not be made under the warranties more than 18 months after Completion. In relation to taxation claims, claims may be made for as long as the taxation authority in the relevant jurisdiction is able to bring a claim. Claims under the indemnities may not be made more than three years after Completion.

6. Restrictive covenants

The Company has agreed in the Disposal Agreement that for a period of 36 months from Completion it will not:

(i) compete with Hernis's business in any part of the world;
(ii) use Hernis's business names;
(iii) solicit or approach Hernis's senior staff; or
(iv) solicit or approach Hernis's customers.

The Company has agreed in the Disposal Agreement that it will never deliberately do or say anything harmful to Hernis's goodwill.

7. Termination

The Disposal Agreement may be terminated prior to Completion in the following circumstances:

(i) if either of the conditions is not satisfied by the final date referred to under Conditions to Completion set out in paragraph 3 above the Disposal Agreement shall terminate automatically;
(ii) the Buyer may terminate the Disposal Agreement in the event that there is a material adverse change in relation to the Group, a material breach of the warranties given by Vislink Holdings or a material breach of the provisions relating to the operation of Hernis prior to Completion set out in paragraph 4 above. For these purposes the test of materiality refers to an amount of £4.875 million.

8. Guarantees

The Company and Cooper UK have guaranteed the respective obligations of Vislink Holdings and the Buyer under the Disposal Agreement.

PART IV

FINANCIAL INFORMATION RELATING TO HERNIS

1. Nature of financial information

The financial information table of Hernis is included below for the three years ended 31 December 2009 and the six months ended 30 June 2010. The information has been extracted without material adjustment from the consolidation schedules underlying the Company's audited consolidated accounts for the three years ended 31 December 2009 and unaudited interim financial statements for the six months ended 30 June 2010 all of which have been prepared under International Financial Reporting Standards as adopted by the European Union.

The financial information contained in this Part IV does not constitute statutory accounts within the meaning of Section 434(3) of the Companies Act 2006. The consolidated statutory accounts of Vislink for the three years ended 31 December 2009 have been delivered to the Registrar of Companies. The auditors' reports in respect of those statutory accounts for the three years were unqualified and did not contain statements under Section 237(2) or (3) of the Companies Act 1985 and Section 498(2) or (3) of the Companies Act 2006. PricewaterhouseCoopers LLP were the auditors for the Group in respect of the three years ended 31 December 2009.

2. Income statements for Hernis

	Six months
	ended	Year ended	Year ended	Year ended
	30 June	31 December	31 December	31 December
	2010	2009	2008	2007
	£'000	£'000	£'000	£'000
Continuing operations
Revenue	13,960	31,758	22,355	16,843
Cost of sales	(8,628)	(20,485)	(15,952)	(11,782)
Gross profit	5,332	11,273	6,403	5,061
Sales and marketing expenses	(1,130)	(2,325)	(1,824)	(1,326)
Research and development costs	(924)	(2,023)	(596)	(394)
Administrative costs	(464)	(2,062)	(1,178)	(1,571)
Other expenses	—	(288)	(203)	(150)
Operating profit	2,814	4,575	2,602	1,620
Finance costs	—	(26)	(21)	(36)
Investment income	40	31	54	57
Share of profit/(loss) in associate	(18)	2	(2)	(15)
Profit before taxation	2,836	4,582	2,633	1,626
Taxation	(687)	(1,230)	(648)	(458)
Profit for the period being profit
attributable to equity shareholders	2,149	3,352	1,985	1,168

3. Statement of net assets for Hernis

	30 June	31 December
	2010	2009
	£'000	£'000
Assets
Non-current assets
Intangible assets	232	185
Property, plant and equipment	2,060	1,973
Investment in associates	196	224
	2,488	2,382
Current assets
Inventories	4,974	4,630
Trade and other receivables	4,129	4,954
Derivative financial instruments	402	—
Cash and cash equivalents	5,643	7,033
	15,148	16,617
Liabilities
Current liabilities
Trade and other payables	4,098	5,290
Current tax liabilities	660	1,173
	4,758	6,463
Net current assets	10,390	10,154
Non-current liabilities
Deferred tax liabilities	317	331
	317	331
Net assets	12,561	12,205

PART V

PRO FORMA FINANCIAL INFORMATION ON THE CONTINUING GROUP

1. Unaudited pro forma statement of net assets of the Continuing Group

The unaudited pro forma statement of net assets set out below has been prepared to illustrate the effect of the Disposal on the consolidated net assets of Vislink at 30 June 2010 as if the Disposal had taken place on 30 June 2010. The information, which is produced for illustrative purposes only, by its nature addresses a hypothetical situation and therefore does not represent the actual financial position of the Group. The unaudited pro forma net assets statement is compiled on the basis set out in the notes below. The unaudited pro forma statement of net assets does not take into account any trading of either the Vislink Group or Hernis subsequent to 30 June 2010.

		Adjustments		Unaudited
	Vislink Group as at 30 June 2010 Note (i) £'000	Hernis as at 30 June 2010 Note (ii) £'000	Disposal adjustments Note (iii) £'000	Pro forma Continuing Group as at 30 June 2010 Note (iv) £'000
Non-current assets
Goodwill	24,742	—		24,742
Other intangible assets	12,195	(232)		11,963
Property, plant and equipment	5,609	(2,060)		3,549
Investment in associates	196	(196)		—
Deferred tax assets	1,684	—		1,684
	44,426	(2,488)	—	41,938
Current assets
Inventories	15,402	(4,974)		10,428
Trade and other receivables	15,638	(4,129)		11,509
Derivative financial instruments	402	(402)		—
Cash and cash equivalents	3,907	(5,643)	27,555	25,819
	35,349	(15,148)	27,555	47,756
Current liabilities
Financial liabilities – borrowings	—	—		—
Trade and other payables	(18,569)	4,098		(14,471)
Current tax liabilities	(213)	660		447
Provisions for other liabilities and charges	(942)	—		(942)
	(19,724)	4,758	—	(14,966)
Net current assets Non-current liabilities	15,625	(10,390)	27,555	32,790
Financial liabilities – borrowings	(7,333)	—	7,333	—
Deferred tax liabilities	(1,182)	317		(865)
Other non-current liabilities	(2,194)	—		(2,194)
Provisions for other liabilities and charges	(333)	—		(333)
	(11,042)	317	7,333	(3,392)
Net assets	49,009	(12,561)	34,888	71,336

Notes:

The unaudited pro forma statement of net assets at 30 June 2010 has been compiled on the following basis:

(i) The net assets of the Vislink Group at 30 June 2010 have been extracted without material adjustment from the unaudited consolidated balance sheet of the Vislink Group included in the unaudited Interim Financial Statements for the period to, and as at, 30 June 2010.
(ii) The net assets of Hernis at 30 June 2010 are extracted without material adjustment from the unaudited consolidation schedules supporting the consolidated balance sheet of the Vislink Group as at 30 June 2010 which are set out in Part IV of this document. They, and all of the relevant adjustments, have been translated to sterling at a GBP:NOK rate of 1:9.73, being the closing rate of exchange on 30 June 2010.
(iii) The disposal adjustments represent the expected disposal proceeds of £32.5 million, less contracted payments to Hernis management of £1.5 million in accordance with the Senior Management Bonus Scheme for the senior management of Hernis which is intended to provide a reward to the senior management of Hernis in the event that Hernis is disposed to a third party outside the Group and less transaction costs of £0.5 million. In addition, the borrowings are expected to be repaid in full and the cash balance (net of corporation tax and other debt like items) from Hernis will be retained in the Continuing Group. An adjustment is also required to the extent that the actual level of working capital is in excess (or below) a target forecast working capital range in accordance with the Disposal Agreement. As at 30 June 2010, the working capital as defined in the Disposal Agreement, was £5.4m which falls short of the minimum in the target range by £97,000.

£'000
32,500
5,643
(1,158)
(97)
(1,500)
(500)
34,888
(7,333)
27,555

(iv) The unaudited pro forma statement of net assets does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006.

PricewaterhouseCoopers LLP 31 Great George Street

The Directors Vislink plc Marlborough House Charnham Lane Hungerford Berkshire RG17 0EY

Evolution Securities Limited (the "Sponsor") 100 Wood Street London EC2V 7AN

8 December 2010

Dear Sirs

Vislink plc (the "Company")

We report on the pro forma net assets statement (the "Pro forma financial information") set out in Section 1 of Part V of the Company's circular dated 8 December 2010 (the "Circular") which has been prepared on the basis described in the notes to the Pro forma financial information, for illustrative purposes only, to provide information about how the proposed disposal of Hernis Scan Systems A/S might have affected the financial information presented on the basis of the accounting policies adopted by the Company in preparing the interim financial statements for the period ending 30 June 2010. This report is required by item 13.3.3R of the Listing Rules of the UK Listing Authority (the "Listing Rules") and is given for the purpose of complying with that Listing Rule and for no other purpose.

Responsibilities

It is the responsibility of the directors of the Company to prepare the Pro forma financial information in accordance with item 13.3.3R of the Listing Rules.

It is our responsibility to form an opinion, as required by item 13.3.3R of the Listing Rules as to the proper compilation of the Pro forma financial information and to report our opinion to you.

In providing this opinion we are not updating or refreshing any reports or opinions previously made by us on any financial information used in the compilation of the Pro forma financial information, nor do we accept responsibility for such reports or opinions beyond that owed to those to whom those reports or opinions were addressed by us at the dates of their issue.

Save for any responsibility which we may have to those persons to whom this report is expressly addressed and which we may have to shareholders of the Company as a result of the inclusion of this report in the Circular, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such person as a result of, arising out of, or in accordance with this report or our statement, required by and given solely for the purposes of complying with item 13.4.1R(6) of the Listing Rules, consenting to its inclusion in the Circular.

PricewaterhouseCoopers LLP is a limited liability partnership registered in England with registered number OC303525. The registered office of PricewaterhouseCoopers LLP is 1 Embankment Place, London WC2N 6RH. All partners in PricewaterhouseCoopers UK Associates A are authorised to conduct business as agents of, and all contracts for services to clients are with, PricewaterhouseCoopers LLP. PricewaterhouseCoopers LLP is authorised and regulated by the Financial Services Authority for designated investment business.

Basis of opinion

We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. The work that we performed for the purpose of making this report, which involved no independent examination of any of the underlying financial information, consisted primarily of comparing the unadjusted financial information with the source documents, considering the evidence supporting the adjustments and discussing the Pro forma financial information with the directors of the Company.

We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with reasonable assurance that the Pro forma financial information has been properly compiled on the basis stated and that such basis is consistent with the accounting policies of the Company.

Opinion

In our opinion:

(a) the Pro forma financial information has been properly compiled on the basis stated; and
(b) such basis is consistent with the accounting policies of the Company.

Yours faithfully

PricewaterhouseCoopers LLP Chartered Accountants

PART VI

ADDITIONAL INFORMATION

1. Responsibility

The Directors, whose names appear in paragraph 2 below, accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

2. Directors of the Continuing Group

The Directors of Vislink and their principal functions are as follows:

Timothy Trotter	(Non-Executive Chairman)
Duncan Lewis	(Chief Executive Officer)
James Trumper	(Finance Director)
Robin Howe	(Senior Non-Executive Director)
	Oliver Ellingham (Non-Executive Director)
Stephen Bellamy	(Non-Executive Director)
John Hawkins	(Non-Executive Director and Chairman elect)

3. Incorporation and Registered Office

Vislink plc was incorporated and registered in England and Wales on 27 September 2000 as a public company limited by shares with registered number 4082188. The Company's registered office and principal place of business is Marlborough House, Charnham Lane, Hugerford, Berkshire RG17 0EY. Contact by telephone is via the Company's Head Office situated at Marlborough House, Charnham Lane, Hungerford, Berkshire RG17 0EY on +44(0) 1488 685500.

4. Directors' Interests in Shares

As at 7 December 2010 (the latest practicable date prior to the publication of this document), insofar as known to the Company, the interests of the Directors, their immediate families and those of any connected person (within the meaning of provisions of the Disclosure and Transparency Rules), the existence of which is known to, or could with reasonable diligence be ascertained by, that Director whether or not held through another party, in the share capital of the Company were as follows:

	Number of	Percentage of
Director	Ordinary Shares	Ordinary Shares
Timothy Trotter	30,000	0.02
Duncan Lewis	Nil	Nil
James Trumper	448,154	0.32
Robin Howe	1,132,578	0.82
Oliver Ellingham	100,000	0.07
Stephen Bellamy	Nil	Nil
John Hawkins	Nil	Nil

Taken together, the combined percentage interest of the Directors in the issued Ordinary Share capital of Vislink as at 7 December 2010 was approximately 1.23 per cent.

The following options over Ordinary Shares have been granted to Directors:

Director	Share options	LTIP awards
Timothy Trotter	Nil	Nil
Duncan Lewis	Nil	850,000
James Trumper	500,000	850,000
Robin Howe	Nil	Nil
Oliver Ellingham	Nil	Nil
Stephen Bellamy	Nil	Nil
John Hawkins	Nil	Nil

5. Major Interests in Shares

So far as Vislink is aware, as at 7 December 2010 being the latest practicable date prior to the publication of this document, only the following persons were, directly or indirectly, interested in 3 per cent. or more of the issued Ordinary Share capital of the Company, excluding shares held in treasury:

	Number of	Percentage of
Shareholder	Ordinary Shares	Ordinary Shares
Southwind Ltd	15,786,789	11.39
Hermes Investment Management	10,362,195	7.48
North Atlantic Value	6,152,000	4.44
Barclays Wealth	6,151,622	4.44
JP Morgan Asset Management	5,314,048	3.83
Gartmore Investment Management	5,296,655	3.82
Seraffina Holdings	5,237,652	3.78
Hawk Investment Holdings	4,890,000	3.53
TD Waterhouse Investor Services	4,582,934	3.31

6. Service Agreements

Executive Directors

Save as set out below, as at the date of this document, there are no existing or proposed service agreements between any Directors and any subsidiary of the Group nor are any such contracts proposed and save as set out below no such agreement has been varied:

Duncan Lewis entered into a service agreement with the Company on 1 October 2008. His employment is subject to termination by either party giving 12 months' prior notice in writing, although the Company may (in its discretion) terminate forthwith at any time by paying an amount equal to basic salary in lieu of notice. Mr. Lewis is currently entitled to a basic salary of £280,000 per year together with benefits which include a car allowance, contribution to personal pension arrangements at 20 per cent. of salary, and membership of life assurance, private medical insurance and permanent health insurance schemes.

James Trumper entered into a service agreement with Vislink Ireland on 23 March 2000, the benefit of which was assigned to the Company and amended on 9 October 2000 and which has subsequently been amended by letters dated 13 January 2006, 3 November 2006 and 23 June 2008. His employment is subject to termination by either party giving 12 months' prior notice in writing, although the Company may (in its discretion) terminate forthwith at any time by paying an amount equal to basic salary in lieu of notice. Mr. Trumper is currently entitled to a basic salary of £175,000 per year together with benefits which include a car allowance, contribution to personal pension arrangements at 20 per cent. of salary, and membership of life assurance, private medical insurance and permanent health insurance schemes.

Non-Executive Directors

Timothy Trotter was appointed a non-executive Director of the Company by a letter dated 28 December 2000 for an initial term of five years from January 2001, subject to re-election when required to retire by rotation in accordance with the Articles. By letter dated 1 March 2005 his appointment was extended into a second term of five years from January 2005, subject to a notice period of six months by either party other than in the event of a bid being accepted by the Company in which case the appointment would terminate on completion of that transaction. By letter dated 23 May 2007 Mr. Trotter was appointed non-executive Chairman of the Company with effect from that date, with the terms of appointment remaining as set out in the letter of 1 March 2005. His current annual fee is £60,000. There are no provisions for compensation for loss of office. Mr Trotter has announced his intention to step down as Chairman and resign as a Director at the AGM of the Company in 2011.

Robin Howe was appointed a non-executive Director of the Company by a letter dated 4 April 2006 and, by letter dated 22 May 2007, he was appointed to the position of senior independent Director with effect from closure of the Company's Annual General Meeting on 23 May 2007. His appointment is for an initial term of five years from 1 June 2006, subject to re-election when required to retire by rotation in accordance with the Articles. His current annual fee is £30,000. There are no provisions for compensation for loss of office.

Oliver Ellingham was appointed a non-executive Director of the Company with effect from 1 October 2007 by a letter dated 26 September 2007. His appointment is for an initial term of five years, subject to re-election when required to retire by rotation in accordance with the Articles. His current annual fee is £30,000. There are no provisions for compensation for loss of office.

Stephen Bellamy was appointed a non-executive Director of the Company with effect from 23 June 2010 by a letter dated 11 June 2010. His appointment is for an initial term of five years, subject to re-election when required to retire by rotation in accordance with the Articles. His current annual fee is £30,000. There are no provisions for compensation for loss of office.

John Hawkins was appointed as a non-executive Director with effect from 1 December 2010. He will succeed Tim Trotter as Chairman at the AGM of the Company in 2011. His appointment is for an initial term of three years, subject to re-election when required by rotation in accordance with the Articles. His current fee as a non-executive Director is £30,000 per annum and will rise to £100,000 upon becoming Chairman.

8. Related Party Transactions

Hernis, has entered into a licence, production and sales agreement with its associate, Wireless Power and Communications. As ("WPC") in respect of certain products to which WPC own the commercial rights with Hernis and that Hernis will manufacture and sell in exchange for a royalty payment to WPC at specified amounts per item sold.

Save for the transaction above neither the Company nor any of its subsidiaries have entered into any related party transactions during the period covered by the financial information in Part IV.

9. Material Contracts

The Continuing Group

The following contracts are all: (i) material contracts (not being contracts entered into in the ordinary course of business) which have been entered into within the two years prior to the date of this document by members of the Continuing Group; or (ii) contracts (not being contracts entered into in the ordinary course of business) entered into at any time by members of the Continuing Group which contain provisions under which any member of the Continuing Group has an obligation or entitlement which is or may be material to the Continuing Group as at the date of this document.

9.1 Disposal Agreement

A summary of the principal terms of the Disposal Agreement is set out in Part III of this document.

9.2 Focus Communications Purchase Agreement

On 13 July 2007 (i) Vislink Inc, an indirect wholly-owned subsidiary of Vislink, (ii) Christopher J. Gibbons and Timothy H. Lynch (the "Focus Sellers"); (iii) Robert W. Jordan (together with the Focus Sellers being the "Principals") and (iv) Focus Communications, Inc. ("Focus") entered into

a stock purchase agreement pursuant to which Vislink Inc agreed to purchase and acquire from the Focus Sellers all of the issued and outstanding shares of capital stock of Focus (the "Focus Stock Purchase Agreement"). Completion of this purchase was subject to a number of conditions and took place on 30 July 2007. The terms of the Focus Stock Purchase Agreement were varied on and with effect from 3 November 2008 by a variation agreement entered into between the same parties on that date (the "Variation Agreement").

The aggregate purchase price payable by Vislink Inc pursuant to the Focus Stock Purchase Agreement (as varied by the Variation Agreement) was and is as follows: (i) an initial cash purchase price, subject to adjustment based upon the actual net assets of Focus as at completion (as adjusted, the initial purchase price paid was \$2,500,000); (ii) deferred payments of up to \$333,334.33 in aggregate for each of Focus' financial years ending 31 December 2008, 31 December 2009 and 31 December 2010, subject to the achievement by Focus in each of these financial years of a minimum level of earnings before interest and taxes; and (iii) earn-out payments in respect of each of the financial years of Focus ended 31 December 2008, 31 December 2009 and 31 December 2010, of an amount equal in aggregate to 6 per cent. of the total gross sales revenue of Focus in each such year (excluding certain commission income), capped at \$2,000,000 in aggregate. \$674,533 was paid to the Principals on 31 March 2009 in respect of the financial year ended 31 December 2008 and \$1,197,979 was paid to the Principals on 23 April 2010 by way of earn-out payment in respect of the financial year ended 31 December 2009.

Each Principal and Focus gave certain representations and warranties to Vislink Inc of a type which are customary in transactions of this nature, including in relation to organisation, power and standing of Focus, the share capital of Focus, financial statements and liabilities, debtors and creditors, material contracts, government contracts and compliance, real property, intellectual property, tax, employees and employee benefits, environmental matters, compliance with law, permits and insurance. In addition, Vislink Inc gave certain limited and customary representations and warranties to the Principals, including in relation to due authorisation, conflicts and consents. Although most of the representations and warranties survive for 24 months following completion, those in relation to authorisation and share capital survive indefinitely and certain of the others, including in relation to tax, employee and labour matters and environmental matters survive for six years following closing. The Principals' liability under the representations and warranties given by them is limited to the amount actually received by them under the agreement and certain other limitations and procedures.

The Focus Stock Purchase Agreement also contains certain non-compete and non-solicitation provisions given by each Focus Seller for a period ending on 31 December 2010.

9.3 Marcom Purchase Acquisition

On 31 July 2008 (i) Vislink Inc, (ii) Focus, (iii) Scotts Valley Group, Inc. ("Scotts Valley") and (iv) Martin Jackson and Shirley Jackson (together with Scotts Valley, the "Scotts Valley Sellers") entered into an asset purchase agreement pursuant to which Scotts Valley agreed to sell and transfer to Focus certain of its assets, properties, rights and contracts and granted an exclusive, perpetual and royalty free licence to use the "Marcom" trade name and related trade and service marks in connection with the assets acquired (the "Marcom Asset Purchase Agreement"). Completion took place on 31 July 2008. By way of consideration, Focus agreed to pay \$1,000,000 on completion of the purchase. In addition, Focus agreed to make further payments to Scotts Valley under revenue sharing principles relating to the gross margin on certain of the contracts purchased above a threshold amount, subject to a long-stop date for such payments of 31 December 2010. The aggregate consideration payable by Focus under the Marcom Asset Purchase Agreement is subject, however, to an overall cap of \$5,000,000.

The Marcom Asset Purchase Agreement contains customary representations and warranties given jointly and severally by the Scotts Valley Sellers to Focus, including in relation to organisation, power and standing of Scotts Valley, the acquired contracts, intellectual property, tax, employees and employee benefits, litigation, environmental matters, compliance with law and permits. Focus also gave certain limited and customary representations and warranties to Scotts Valley, including in relation to due authorisation, conflicts and consents. Although most of the representations and warranties survive for 24 months following completion, those in relation to due authorisation survive indefinitely. The Marcom Asset Purchase Agreement also contains certain non-compete and non-solicitation provisions given by each Scotts Valley Seller, in each case for a period ending on the fifth anniversary of completion.

9.4 Pacific Microwave Research Purchase Agreement

On 19 August 2008 (i) Vislink Inc, (ii) Chris Durso, David Dirdo, Alice Dirdo, Aleta Dirdo, The Aleta J. Dirdo Living Trust (dated 15 December 2004) and Louis Albrechtsen (together the "PMR Sellers"), (iii) Pacific Microwave Research, Inc. ("PMR") and (iv) Hampton Holdings, LP entered into a stock purchase agreement, which was subsequently amended with effect from 1 January 2009 by a variation agreement entered into between the same parties on 29 April 2009 (as varied, the "PMR Stock Purchase Agreement"). Pursuant to the terms of the PMR Stock Purchase Agreement the PMR Sellers agreed to sell and transfer to Vislink Inc all of the issued and outstanding shares of capital stock of PMR. Completion of the purchase took place on 20 August 2008. The purchase price payable by Vislink Inc to the PMR Sellers was (i) an initial cash purchase price, subject to adjustment based upon the actual net assets of PMR as at completion as shown in completion accounts (as adjusted, the initial purchase price paid was \$10,504,200) and (ii) further earn-out payments in respect of the financial periods ended 31 December 2008, 2009, 2010, 2011 and 30 September 2012 equal to the Law Enforcement and Public Safety revenues actually reported by the Group in each such financial year. The earn-out payments are subject to an aggregate overall cap of \$7,000,000 and the aggregate purchase price (being the adjusted initial cash purchase price plus the earn-out payments) is subject to an overall cap of \$17,000,000. \$99,906 was paid to the PMR Sellers on 31 March 2009 in respect of the financial year ended 31 December 2008 and \$776,121 was paid to the PMR Seller on 23 April 2010 by way of earn-out payment in respect of the financial year ended 31 December 2009.

The PMR Stock Purchase Agreement contains certain customary representations and warranties given jointly and severally by each of the PMR Sellers and PMR to Vislink Inc, including in relation to organisation, power and standing of PMR, the share capital of PMR, financial statements and liabilities, debtors and creditors, material contracts, government contracts and compliance, real property, intellectual property, tax, employees and employee benefits, environmental matters, compliance with law, permits and insurance. In addition, Vislink Inc gave certain limited and customary representations and warranties to the PMR Sellers, including in relation to due authorisation, conflicts and consents. Although most of the representations and warranties survive for 18 months following completion, those in relation to authorisation and share capital survive indefinitely and certain of the others, including in relation to tax survive for six years following closing. The PMR Sellers' maximum aggregate liability under the representations and warranties given by them is subject to a cap of \$10,000,000 and certain other limitations and procedures apply before claims may be made by Vislink Inc. Vislink Inc's liability under the representations and warranties given by it are subject to the same maximum cap. The PMR Stock Purchase Agreement also contains certain non-compete and non-solicitation provisions given by each PMR Seller, in each case for a period ending nine months after the due date for payment of the earn-out in respect of the financial year ended 31 December 2012.

9.5 Debt facilities

9.5.1 Facility agreement with Alliance & Leicester plc

On 25 May 2010 the Company (as borrower) and various direct and indirect subsidiaries of the Company (as original obligor companies) entered into a term loan and revolving facilities agreement with Alliance & Leicester plc (as lender) ("A&L"). Pursuant to this agreement A&L agreed to make available to the Company a dollar term loan facility in a maximum principal amount of US\$11,000,000.

Loans made under this facility are to be repaid in set tranches of \$916,666 commencing on 31 August 2011 and ending on 30 May 2014. The Company may prepay loans made under this agreement in certain circumstances and subject to the payment of break fees. Prepayment is mandatory in certain circumstances, including in the event of a disposal by the Group of all or part of its assets. Interest is payable on all loans made under this agreement at a percentage rate per annum equal to the aggregate of (i) 2.5 per cent., (ii) LIBOR and (iii) mandatory costs (being a percentage amount to compensate A&L for the cost of compliance with various requirements of the Bank of England or Financial Services Authority or successor body or the requirements of the European Central Bank, calculated in accordance with a formula set out in the agreement). A&L is entitled in its discretion to increase the rate of interest payable in the event that certain specified market disruption events occur. In addition to interest, an arrangement fee of £87,500 was also payable to A&L. The Company has further agreed to pay to A&L the amount of any increased costs incurred by A&L or its affiliates in funding loans pursuant to this facility agreement as a result of a change of law or regulation or introduction of a new law or regulation or compliance with any law or regulation relating to capital adequacy. The Company is responsible for paying all costs and expenses incurred by A&L in preparing the facility agreement and related documents. The facility agreement contains representations, warranties and undertakings given by the Company and their various obligors which are customary in agreements of this nature. Vislink and the obligors have also agreed to comply with customary financial covenants, which remain in force for so long as the facility agreement is in force. The agreement also contains specified events of default which, should any of these occur, will entitle A&L to terminate its obligations and declare all loans, accrued interest and other sums due under the agreement to be immediately due and payable.

The obligations of the Company under this facility agreement are to be secured by all existing security held by A&L for the Company's liabilities, and a debenture and a charge of security over the Company's shareholding in Vislink Inc and Vislink Holdings.

On completion of the Disposal the Company will repay amounts owed under this facility in full.

9.5.2 Overdraft Facility Agreement with Alliance & Leicester plc

On 27 May 2010 the Company, Link Research Limited and Vislink Communications Limited, Continental Microwave Limited and Vislink Holdings (together for these purposes the "Customers") entered into a group of accounts (currency) agreement with A&L relating to the provision of a facility to manage the balances on certain specified accounts of the Customers, including an overdraft for general business purposes. The net limit of the facility is £5,000,000 and the gross limit is £8,500,000. The specified accounts may be overdrawn so long as (i) the total of the debit balances on them, reduced by the total of the credit balances, does not exceed the net limit and (ii) the total of the debit balances on the specified accounts does not exceed the gross limit. The interest rate payable is 2.25 per cent. per annum above A&L's base rate in respect of sterling and 2.25 per cent. per annum above A&L's relevant currency lending rate for other currencies. An arrangement fee of £50,000 was paid by the Company in connection with this facility. A&L is entitled to cancel the facility at any time and debit balances on any of the specified accounts are repayable on demand.

9.5.3 Trade Finance Facility Agreement with Abbey National Treasury Services ("ANTS") On 26 May 2010 the Company entered into a trade finance facility agreement with ANTS pursuant to which ANTS agreed to provide a facility under which the Company may request ANTS to issue guarantees (including bonds, letters of credit and similar) for general business purposes, up to a limit of £3,000,000. ANTS is entitled to cancel the facility at any time and can decline to issue any particular guarantee. Vislink agreed to pay a commission of 1.25 per cent. per annum on the maximum liability under each guarantee.

9.6 Lease of 27 Maylands Avenue, Hemel Hempstead, Hertfordshire

On 15 September 2009 (1) Chainridge Limited as landlord ("Chainridge"), (2) Vislink Communications Limited as tenant and (3) the Company as guarantor entered into an agreement pursuant to which Chainridge agreed to grant to Vislink Communications Limited a lease of 27, Maylands Avenue, Hemel Hempstead, Hertfordshire (the "Premises") (the "Lease"). The Lease was completed on 24 November 2009. The lease term is for 10 years from 24 November 2009 and the rent payable is as follows: 24 November 2009 to 23 August 2011 at nil rent; 24 August 2011 to 23 August 2014 at £250,000 plus VAT per annum; and 24 August 2014 to 23 November 2019 at £270,000 plus VAT per annum.

The Company is Guarantor to the Lease, but will not be liable to perform any of the guarantor covenants so long as the net assets of Vislink Communications Limited exceed a figure of £5,000,000. A one-off payment of £150,000 plus VAT was made by Vislink Communications Limited to the former tenant in consideration for them vacating the premises by 24 November 2009.

The lease was assigned to Vislink International Limited pursuant to a deed of assignment dated 25 October 2010 made between (1) Chainridge, (2) Vislink Communications Limited, (3) Vislink International Limited and (4) the Company.

9.7 Property disposals

On 30 December 2009 Vislink Communications Limited sold its premises at South Side, Nashleigh Hill, Chesham to Retreat to the Beat LLP for the sum of £1,775,000 plus VAT. The premises was sold with full title guarantee.

On 25 May 2010 Vislink US sold its premises at One Technology Drive, Export, Westmoreland County Pennsylvania, USA to Jordan Acquisition Group LLC for the sum of \$780,000. The Agreement for Purchase and Sale of Commercial Real Estate included typical provisions regarding the allocation of settlement costs, apportionment of expenses and title matters.

Material contracts relating to the Hernis Group

There are no contracts (other than contracts entered into in the ordinary course of business) which have been entered into by any members of the Hernis Group (i) within the two years immediately preceding the date of this document which are, or may be, material to the Hernis Group or (ii) which contain any provision under which any member of the Hernis Group has any obligation or entitlement which is material to the Hernis Group as of the date of this document.

10. Litigation

The Continuing Group

No member of the Continuing Group is or has been involved in any governmental, legal or arbitration proceedings and the Company is not aware of any such proceedings pending or threatened by or against the Continuing Group during the 12 months preceding the date of this document which may have or have had in the recent past a significant effect on the financial position or profitability of the Company and/or the Continuing Group.

Hernis

Hernis is or has not been involved in any governmental, legal or arbitration proceedings and the Company is not aware of any such proceedings pending or threatened by or against Hernis during the 12 months preceding the date of this document which may have or have had in the recent past a significant effect on the financial position or profitability of Hernis.

11. Significant Change

The Continuing Group

There has been no significant change in the financial or trading position of the Continuing Group since 30 June 2010, being the date to which the last published unaudited interim results of the Group were prepared.

There has been no significant change in the financial or trading position of Hernis since 30 June 2010 being the date to which the most recent financial information on Hernis has been prepared. Financial information on Hernis is set out in Part IV of this document and has been extracted without material adjustment from the consolidation schedules underlying the Company's audited consolidated accounts for the three years ended 31 December 2009 and unaudited interim financial statements for the six months ended 30 June 2010 all of which have been prepared under International Financial Reporting Standards as adopted by the European Union.

12. Working Capital

The Company is of the opinion that, taking into account existing bank and other facilities and the net proceeds of the Disposal, the Continuing Group has sufficient working capital for its present requirements, that is, for at least the 12 months following the date of this document.

13. Consents

Evolution Securities has given and has not withdrawn its written consent to the inclusion of the references to its name in the form and context in which it is included.

PricewaterhouseCoopers LLP has given and has not withdrawn its written consent to the inclusion in this document of its report set out in Section 2 of Part V in the form and context in which it is included.

14. Documents Available for Inspection

Copies of the following documents will be made available for inspection at the offices of Pinsent Masons LLP, Citypoint, One Ropemaker Street, London EC2Y 9AH, during normal business hours on any weekday (Saturdays and public holidays excepted) from the date of this document until the conclusion of the General Meeting:

(a) the memorandum and Articles of the Company;
(b) the written consents referred to in paragraph 13 in this Part VI;
(c) this document and the Form of Proxy;
(d) the Disposal Agreement;
(e) the report on the unaudited pro-forma statement of net assets of the Continuing Group from PricewaterhouseCoopers LLP as set out in Part V of this document;
(f) the audited consolidated accounts of the Company for the three years ended 31 December 2009; and
(g) the unaudited interim financial statements of the Company for the six months ended 30 June 2010.

PART VII

DEFINITIONS

The following definitions apply throughout this document, unless the context otherwise requires:

"Advent"	the brand name used by Vislink for its satellite communication products
"Articles"	the articles of association of Vislink
"Board" or "Directors"	the directors of Vislink at the date of this document, whose names are set out on page 23 of this document
"BAS Programme"	the 2Ghz re-channelisation programme in the US which started in 2005 whereby broadcasters migrated to narrower frequency bands to accommodate new advanced wireless services
"Business Units"	the four core markets of the Company, including: N&E LEPS; M&E and Services
"Buyer"	Cooper Crouse-Hinds AS, a company incorporated in Norway with registered number 976 180 690
"CCTV"	closed circuit television
"Chinese Joint Venture"	Vislink (China) Limited, a joint venture company incorporated in Hong Kong to enhance Vislink's sales and marketing presence in the People's Republic of China
"Companies Act"	the Companies Act 2006, as amended
"Company" or "Vislink"	Vislink plc, a public limited company incorporated in England and Wales with registered number 4082188
"Completion"	completion of the Disposal Agreement which is expected to occur on 30 December 2010
"Consideration"	£32.5 million to be satisfied in cash by the Buyer
"Continuing Group"	the Group following the Disposal
"Cooper UK"	Cooper Industries (U.K.) Limited, a company incorporated in England and Wales with registered number 03426515
"CREST"	the system for the paperless settlement of trades in listed securities operated by CRESTCo Limited
"CRESTCo"	CRESTCo Limited
"Disclosure Rules"	the rules relating to disclosure of information made in accordance with section 73A of FSMA
"Disposal"	the disposal by Vislink of Hernis in accordance with the terms of the Disposal Agreement
"Disposal Agreement"	the conditional sale and purchase agreement between Vislink and the Buyer relating to the Disposal and described in detail in Part III of this document
"ENG"	electronic news gathering
"Evolution Securities"	Evolution Securities Limited
"Form of Proxy"	the form of proxy accompanying this document for use by Shareholders at the General Meeting

"FSMA"	Financial Services and Markets Act 2000
"General Meeting" or "GM"	the general meeting of the Company convened for 3 p.m. on 29 December 2010 at the offices of the Company, Marlborough House, Charnham Lane, Hungerford, Berkshire RG17 0EY, notice of which is attached to this document, and any adjournment of it
"Group" or "Vislink Group"	Vislink and each of its subsidiaries (within the meaning of the Companies Act) at the date of this document
"Hernis"	Hernis Scan Systems A/S, a company incorporated in Norway
"Hernis Group"	Hernis and each of its subsidiaries (within the meaning of the Companies Act) at the date of this document
"LEPS"	the Law Enforcement and Public Safety business
"Link"	the brand name used by Vislink for its wireless camera products
"Listing Rules"	the listing rules made by the UKLA under section 74(4) of FSMA
"London Stock Exchange"	London Stock Exchange plc
"M&E"	the Marine and Energy business
"MRC"	Microwave Radio Communications, the brand name used by Vislink for its ENG products
"N&E"	the News and Entertainment business
"Official List"	the Official List of the UK Listing Authority
"Ordinary Shares"	ordinary shares of 2.5 pence each in the capital of Vislink
"Overseas Shareholders"	shareholders who have a registered address outside the UK
"Prospectus Rules"	the prospectus rules made by the UKLA under section 74(4) of FSMA
"Resolution"	the resolution set out in the notice of the General Meeting at the end of this document to approve the Disposal
"Senior Management Bonus Scheme"	the bonus scheme for the senior management of Hernis which is intended to provide a reward to the senior management of Hernis in the event that Hernis is disposed to a third party outside the Group. The bonus pool represents 20 per cent. of the capital appreciation in the value of Hernis, after the associated costs of such a sale, above Norwegian Krone 96.0 million. The scheme is capped at a gross sale consideration of Norwegian Krone 165.0 million giving a maximum bonus pool of Norwegian Krone 13.8 million. The scheme expires on 31 December 2011.
"Shareholders"	holders of Ordinary Shares
"Shares"	Ordinary Shares
"Services"	Vislink Services provides the technical expertise to project manage, design, integrate and maintain products supplied by N&E and LEPS
"UK"	the United Kingdom of Great Britain and Northern Ireland

"UK Listing Authority" or the "UKLA"	the Financial Services Authority acting in its capacity as the competent authority for the purposes of FSMA
"United States", "USA" or "US"	the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia
"Vislink Group" or "the Group"	Vislink and each of its subsidiaries (within the meaning of the Companies Act) at the date of this document
"Vislink Holdings"	Vislink Holdings Limited, a company incorporated in England and Wales with registered number 01835678
"Vislink Inc"	Vislink Holdings Inc
"Vislink Logistics"	the Vislink business unit which is responsible for the sourcing of materials and products for the Group
"Vislink Technologies"	the Vislink business unit which is responsible for the design and development of new products
"Vislink US"	Vislink Inc
"WTS Disposal"	the disposal of Western Technical Services Inc., the Group's Services business for which negotiations are underway and a sale is expected to be concluded in early 2011 for a consideration of between £2.5 – £4.5 million in cash

NOTICE OF GENERAL MEETING

Vislink plc

(Incorporated and registered in England and Wales with registered number 4082188)

NOTICE IS HEREBY GIVEN that a GENERAL MEETING of Vislink plc (the "Company") will be held at the offices of the Company, Marlborough House, Charnham Lane, Hungerford, Berkshire RG17 0EY on 29 December 2010 at 3 p.m. for the purpose of considering and, if thought fit, passing the following resolution as an ordinary resolution:

Ordinary Resolution

THAT the proposed sale of the entire issued share capital of Hernis Scan Systems AS by the Company (the "Disposal") pursuant to and on the terms and conditions of an agreement dated 18 November 2010 between (i) Vislink Holdings Limited (ii) the Company (iii) Cooper Crouse-Hinds AS and (iv) Cooper Industries (U.K.) Limited (the "Disposal Agreement") as more particularly described in the circular to the Company's shareholders dated 8 December 2010 of which this notice forms part (the "Circular"), be and is hereby approved, and that the directors of the Company (the "Directors") (or any duly constituted committee thereof) be and are hereby authorised to make such non-material amendments, waivers or variations to the terms and conditions of the Disposal or to the Disposal Agreement and any agreements incidental to or forming part of the Disposal Agreement which the Directors (or any duly constituted committee thereof) consider necessary, expedient or desirable to complete or give effect to or otherwise in connection with the Disposal and/or any agreement executed to give effect thereto and to do all such other things as they may consider necessary, desirable or expedient in connection with the Disposal.

By Order of the Board J R Trumper Company Secretary

Registered office: Marlborough House, Charnham Lane, Hungerford, Berkshire RG17 0EY

Dated 8 December 2010

Notes:

A member of the Company entitled to attend and vote at the General Meeting convened by the notice set out above is entitled to appoint a proxy or proxies to attend, speak and vote in his or her place. A member may appoint more than one proxy in relation to the General Meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member. A proxy need not be a member of the Company. Appointment of a proxy will not preclude a member from attending and voting in person at the General Meeting but must attend the General Meeting to represent you.

(Helpline number is +44 (0) 870 707 1388). To appoint more than one proxy you may photocopy this form. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy (which in aggregate, should not exceed the number of shares held by you). Please also indicate it the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.

1. Details of how to appoint the Chairman of the General Meeting or another person as a proxy using the form of proxy are set out in the notes to the form of proxy. If a member wishes their proxy to speak on their behalf, they must appoint someone other than the Chairman as their proxy and give instructions directly to them.
1. To be effective, the form of proxy and any power of attorney or other authority (if any) under which it is executed (or a notarially certified copy of such power or authority) must be deposited at the office of the Company's registrars, Computershare Services plc of The Pavilions, Bridgwater Road, Bristol BS99 6ZY, no later than 3 p.m. on 27 December 2010. A form of proxy is enclosed.
1. As an alternative to completing the form of proxy, members may appoint a proxy electronically by going to the following website: www.exproxyappointment.com and following the instructions on the form of proxy. Shareholders will be asked to enter the Control Number, the Shareholder Reference Number (SRN) and PIN as provided on their proxy form and agree to certain terms and conditions. Shareholder may not use any electronic address provided in this notice of General Meeting or the form of proxy to communicate with the Company for any purposes other than those expressly stated.
1. In the case of joint holders of a share the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose seniority is determined by the order in which the names of the holders stand in the register of members in respect of the joint holding.
1. A "vote withheld" option is provided on the form of proxy which is to enable a shareholder to withhold their vote on a particular resolution. It should be noted that a vote withheld is not a vote in law and therefore will not be counted in the calculation of the proportion of votes "for" and "against" a resolution.
1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those members registered in the register of members of the Company as at 3 p.m. on 27 December 2010 (or in the case of an adjournment as at 48 hours prior to the time appointed for holding the adjourned meeting) shall be entitled to attend or vote at the General Meeting. The number of votes which a member may cast, on a poll, will be determined by reference to the number of shares registered in that member's name at that time. Changes to entries on the register of members after that time will be disregarded in determining the right of any person to attend or vote at the General Meeting.
1. The right to appoint a proxy does not apply to a person whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with section 146 of the Companies Act 2006 (a "Nominated Person"). Nominated Persons may have a right under an agreement with the registered member who holds the shares on their behalf to be appointed (or have someone else appointed) as a proxy. Alternatively, if Nominated Persons do not have such a right, or do not wish to exercise it, they may have the right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.
1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the General Meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed (a) voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
1. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (the "CREST Proxy Instruction") must be properly authenticated in accordance with the specifications of Euroclear UK & Ireland Limited ("Euroclear") and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID number 3RA50) by the latest time(s) for receipt of proxy appointments specified in this notice. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST applications host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
1. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or,if the CRESTmember is a CREST personal member or sponsored member or has appointed (a) voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
1. Copies of the documents listed in paragraph 14 of Part VI of the circular published by the Company on 8 December 2010 will be available for inspection during normal business hours (public holidays excluded) from the date of this notice until the conclusion of the General Meeting at the Company's registered office and at the offices of Pinsent Masons LLP at Citypoint, One Ropemaker Street, London EC2Y 9AH. Those documents will also be available for inspection at the place of the General Meeting for at least 15 minutes prior to, and during, the General Meeting.
1. As at 7 December 2010 (being the latest business day prior to the publication of this notice), the Company's issued share capital consisted of 138,593,588 ordinary shares of 2.5 pence each, carrying one vote each at the General Meeting. Every member holding ordinary shares has one vote on a show of hands and, on a poll, one vote for each share held.
1. Any member attending the General Meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need to be given if: (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer to a question; or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
1. Should you require the registered office details of the Company's registrars, they are as below. The Company's register of members is maintained by Computershare Investor Services PLC, The Pavillions, Bridgwater Road, Bristol BS13 8AE. The Shareholder helpline number is +44 (0) 870 707 1388.

AI assistant

PEBBLE BEACH SYSTEMS GROUP PLC — AGM Information 2010

7838_rns_2010-12-08_37d862a3-1441-45a4-9bfe-5c25217f8aef.pdf

Vislink plc

Disposal of Hernis Scan Systems AS

Circular to Shareholders and

Notice of General Meeting

CONTENTS

EXPECTED TIMETABLE OF KEY EVENTS

FORWARD-LOOKING STATEMENTS

DEFINITIONS AND GLOSSARY

DATE

PART I

LETTER FROM THE CHAIRMAN

Proposed Disposal of Hernis

1. Introduction

2. Details of the Hernis business

3. Strategy and reasons for the Disposal

4. Principal terms of the Disposal Agreement

5. Financial effects of the Disposal on the Group and use of proceeds

6. Current trading of the Group and prospects for the Continuing Group

Current trading of the Group

Prospects for the Continuing Group

7. Risk factors

8. Dividend policy

9. General Meeting

10. Action to be taken

11. Further information

12. Importance of the vote

13. Recommendation

PART II

RISK FACTORS

1. Risks relating to the Disposal not Proceeding

Compliance with financial covenants

Inability to realise shareholder value

2. Risks relating to the Disposal

Conditions

The Group may not realise the perceived benefits of the Disposal

The Continuing Group's operations will be less diversified

Potential claims under the Disposal Agreement

Adjustment of the Consideration

3. Risks associated with the industry

The markets in which the Continuing Group operates are mature and highly competitive with respect to price, geographic distinction, functionality, brand recognition and the effectiveness of sales and marketing

The markets in which the Continuing Group operates experience seasonal variations in revenues and operating profits

4. Risks relating to the business of the Continuing Group

Competition

Reputational risks for operational incidents

Senior management and senior personnel

Operations overseas

The Continuing Group may be affected adversely by global economic conditions

The Continuing Group is exposed to currency fluctuations

The Continuing Group is exposed to interest rate fluctuations

The successful implementation of the Board's envisaged growth strategy may not materialise as planned

The occurrence of major operational problems could have a material adverse effect on the Continuing Group

The Continuing Group is exposed to the risk of changes in tax legislation and its interpretation, as well as to increases in the rate of corporate and other taxes in the jurisdictions in which it operates

PART III

SUMMARY OF THE TERMS AND CONDITIONS OF THE DISPOSAL AGREEMENT

1. Introduction

2. Consideration

3. Conditions to Completion

4. Operation of the Hernis business prior to Completion

5. Warranties and Indemnities

6. Restrictive covenants

7. Termination

8. Guarantees

PART IV

FINANCIAL INFORMATION RELATING TO HERNIS

1. Nature of financial information

2. Income statements for Hernis

3. Statement of net assets for Hernis

PART V

PRO FORMA FINANCIAL INFORMATION ON THE CONTINUING GROUP

1. Unaudited pro forma statement of net assets of the Continuing Group

Notes:

Vislink plc (the "Company")

Responsibilities

Basis of opinion

Opinion

PART VI

ADDITIONAL INFORMATION

PEBBLE BEACH SYSTEMS GROUP PLC AGM Information 2010