PEBBLE BEACH SYSTEMS GROUP PLC — AGM Information 2011

Mar 23, 2011

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.

If you have sold or otherwise transferred all of your Shares, please forward this document, together with the accompanying documents (but not any personalised Tender Form or 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 or transfer was effected. However, such documents should not be forwarded or transmitted in or into or from the United States, Canada, Australia, South Africa or Japan or any other Restricted Jurisdiction.

Evolution, which is authorised and regulated in the United Kingdom by the FSA, is acting for Vislink plc in connection with the matters referred to herein and is not advising any other person or treating any other person as a customer in relation to such matters and will not be responsible to any such person for providing the protections afforded to customers of Evolution or for providing advice in connection with the matters referred to herein.

Vislink plc

(Incorporated in England and Wales with registered number 4082188)

Proposed return of capital of up to £5 million to Qualifying Shareholders by way of a Tender Offer and Notice of General Meeting

The availability of the Tender Offer to Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction in which they are located. Persons who are not resident in the United Kingdom should read the paragraph headed "Overseas Shareholders" in the letter from the Chairman of the Company set out in Part I of this document and the paragraph headed "Overseas Shareholders" in Part II of this document and should inform themselves about, and observe, any applicable legal or regulatory requirements.

Notice of a General Meeting of Vislink, convened for 10.00 a.m. on 8 April 2011 at the offices of the Company at 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 10.00 a.m. on 6 April 2011. Completion and return of a Form of Proxy will not preclude Shareholders from attending and voting in person at the General Meeting.

The Tender Offer will close at 3.00 p.m. on 7 April 2011 and will only be available to Qualifying Shareholders on the Register on the Record Date.

If you are a Qualifying Shareholder holding Shares in certificated form and wish to participate in the Tender Offer, you should complete, sign and return the accompanying Tender Form (together with your valid share certificate(s)) in accordance with the instructions printed thereon to Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH (using the accompanying reply paid envelope) by not later than 3.00 p.m. on 7 April 2011.

If you are a Qualifying Shareholder holding Shares in uncertificated form (that is, in CREST) and wish to participate in the Tender Offer, to tender such Shares you must make your tender electronically so that the relevant TTE instruction(s) settle(s) by no later than 3.00 p.m. on 7 April 2011.

CONTENTS

		Page
Expected Timetable of Key Events		3
Forward-Looking Statements		4
Part I	Letter from the Chairman	5
Part II	Terms and Conditions of the Tender Offer	10
Part III	Taxation	20
Part IV	Definitions	22
Notice of General Meeting

Enclosures

Form of Proxy for General Meeting (reply paid) Tender Form and reply paid envelope

EXPECTED TIMETABLE OF KEY EVENTS

Tender Offer opens	23 March 2011
Last time and date for receipt of Forms of Proxy for the General Meeting	10.00 a.m. 6 April 2011
Last time and date for receipt of the Tender Forms and TTE instructions in relation to the Tender Offer	3.00 p.m. 7 April 2011
Record Date for the Tender Offer	5.00 p.m. 7 April 2011
General Meeting	10.00 a.m. 8 April 2011
Announcement of results of the Tender Offer	8 April 2011
Posting of cheques in respect of certificated Shares purchased pursuant to the Tender Offer and crediting of CREST accounts for uncertificated Shares purchased pursuant to the Tender Offer	By 15 April 2011
CREST accounts credited with uncertificated Shares unsuccessfully tendered and dispatch of balance share certificates for unsold certificated Shares and return of share certificates for unsuccessful tenders of certificated Shares	By 15 April 2011
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. Any changes to the expected timetable will be announced by the Company via a Regulatory Information Service.
• (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 published by the FSA, 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.

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) John Hawkins (Non-Executive Director and Chairman Elect) (Incorporated in England

Directors: Registered Office:

and Wales with registered number 4082188)

Date: 23 March 2011

Dear Shareholders and persons with information rights,

Proposed return of capital of up to £5 million to Qualifying Shareholders by way of a Tender Offer

1. Introduction

Vislink today announced a Tender Offer pursuant to which Evolution will purchase up to 24,691,358 Shares, representing approximately 17.8 per cent. of the Company's current issued share capital, at a price of 20.25 pence per Share (being the closing mid-market price of a Share on 22 March 2011, the last dealing day before the date of this document), following which the Company will repurchase such Shares from Evolution and arrange for them to be cancelled. Your attention is drawn to the background to and reasons for the Proposals, which are set out below.

If the maximum number of Shares under the Proposals is acquired, this will result in an amount of £5 million being paid by the Company to Qualifying Shareholders.

The Proposals require Shareholder approval under the Companies Act. The purpose of this document is therefore to explain the background to and reasons for the Proposals and to recommend that Shareholders vote in favour of the Resolution to be proposed at the General Meeting, which will enable the Proposals to be implemented.

If implemented, the Proposals will enable Shareholders to achieve a partial realisation of their holding at 20.25 pence per Share.

2. Background to and reasons for the Proposals

On 19 November 2010, the Company announced that it had entered into a conditional agreement for the Disposal of Hernis for a total consideration of £32.5 million in cash. The Disposal completed on 30 December 2010. The Net Proceeds received by the Company from the Disposal amounted to approximately £23.1 million (net of approximately £4.9 million which is being held in escrow for 18 months from the completion of the Disposal). In the circular to Shareholders dated 8 December 2010, the Board stated that it intended to use the Net Proceeds to:

• repay all of the Group's current borrowings, which amounted to approximately £7.3 million; and
• acquire Gigawave for an initial consideration of £1.75 million and up to a maximum of £4.0 million in deferred consideration.

The Board also stated that it expected to use some of the remaining funds to pay a special dividend, the amount and timing of which was to be determined in due course. Accordingly, the Company now proposes to return up to £5 million to Qualifying Shareholders by means of a Tender Offer and Repurchase.

3. Benefits of the Proposals

The Board has considered a range of options for returning cash to Shareholders but decided to do this by way of the Tender Offer because it believes this process benefits both Shareholders and the Company. In particular, the Tender Offer:

• (a) provides those Shareholders who wish to sell Shares with the opportunity to do so;
• (b) enables those Shareholders who do not wish to receive capital at this time to maintain their full investment in the Company;
• (c) is available to all Shareholders (other than Shareholders who are resident in the Restricted Jurisdictions) regardless of the size of their shareholdings; and
• (d) allows the Company to broaden the scope of the return of capital to include those Shareholders whose Shares might not otherwise be purchased by the Company through a buy back in the market.

4. Details of the Proposals

The Board proposes that the Tender Offer, pursuant to which Evolution will purchase up to 24,691,358 Shares, representing approximately 17.8 per cent. of the Company's current issued share capital, be made at a price of 20.25 pence per Share. The Shares purchased by Evolution under the Tender Offer will be subsequently purchased by the Company under the terms of the Repurchase Agreement and will then be cancelled. Following completion of the Repurchase Agreement, the Company's issued share capital will be reduced to 113,902,230 Shares, assuming the Tender Offer is taken up in full. The Tender Offer will be open to Qualifying Shareholders on the Register on the Record Date.

Accompanying this document is a Tender Form for those Shareholders whose Shares are held in certificated form and who wish to take advantage of the Tender Offer. Such Shareholders should complete, sign and return the Tender Form (together with their valid share certificate(s)) in accordance with the instructions printed thereon to the Company's Receiving Agent, Computershare, in the accompanying reply paid envelope by no later than 3.00 p.m. on 7 April 2011. Shareholders whose Shares are held in uncertificated form (that is, in CREST) and who wish to take advantage of the Tender Offer should tender their Shares electronically by sending a TTE instruction through CREST so as to settle by no later than 3.00 p.m. on 7 April 2011.

The Tender Offer is being made subject to the passing of the Resolution. The Repurchase will be funded from available cash resources of the Company and paid out of its distributable reserves. Accordingly, following the completion of the Repurchase, the Company's distributable reserves will be reduced by the size of the Tender Offer.

Under the Tender Offer, Shareholders will be entitled to sell up to 17.8 per cent. of their shareholdings. They may tender to sell more or less than this number. If they tender to sell a number less than or equal to 17.8 per cent. of their Shares, their tender will be satisfied in full (subject to completion of the Tender Offer and no outstanding options to subscribe for Shares (as set out in paragraph 7 of this Part I) being exercised before the Record Date). Shareholders may tender more than their pro rata entitlement of Shares to the extent that other Shareholders tender less than their pro rata entitlement of Shares. If the number of Shares validly tendered exceeds 24,691,358 and if and to the extent that any Shareholders have tendered less than their pro rata entitlement under the Tender Offer, surplus tenders will be accepted in proportion to the number of additional Shares tendered so that the total number of Shares purchased pursuant to the Tender Offer does not exceed 24,691,358.

You are recommended to read Part II of this document which sets out in full the terms and conditions of the Tender Offer.

5. General Meeting

The authorisation of the Repurchase and, accordingly, the implementation of the Tender Offer requires, inter alia, the passing of the Resolution, which will be proposed at the General Meeting.

The General Meeting has been convened for 10.00 a.m. on 8 April 2011 at the offices of the Company at Marlborough House, Charnham Lane, Hungerford, Berkshire RG17 0EY. At the General Meeting, the Resolution will be proposed.

6. Overseas Shareholders

The Tender Offer is not available to Shareholders with a registered address in the United States, Canada, Australia, South Africa or Japan or any other Restricted Jurisdiction. Overseas Shareholders should note that they should satisfy themselves that they have fully observed any applicable legal requirements under the laws of their relevant jurisdiction if they tender Shares in the Tender Offer. The attention of Shareholders with registered addresses outside the United Kingdom is drawn to the paragraph headed "Overseas Shareholders" in Part II of this document.

7. Share options

As at 22 March 2011, being the latest practicable date prior to the publication of this document, the total number of outstanding options to subscribe for Shares, and the proportions of issued share capital that they currently represent and that they will represent if the maximum number of Shares is purchased pursuant to the Tender Offer are set out in the table below:

		Percentage of issued share capital
	Percentage of issued	if the maximum number of Shares is
Number of options	share capital	purchased pursuant to the Proposals
1,275,311	0.92	1.12

As at 22 March 2011 (being the latest practicable date prior to the publication of this document), there are no outstanding warrants to subscribe for Shares.

8. Action to be taken in relation to the General Meeting

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 10.00 a.m. on 6 April 2011. 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. A prepaid envelope is enclosed for this purpose (for use within the UK only).

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. Your electronic proxy appointment must be received by the Registrars by not later than 10.00 a.m. on 6 April 2011. You will be asked to enter the Control Number, the Shareholder Reference Number (SRN) and PIN (all of which are shown on the Form of Proxy) and agree to certain terms and conditions.

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 10.00 a.m. on 6 April 2011.

9. Action to be taken in relation to the Tender Offer

Certificated Shares (that is, not in CREST)

Qualifying Shareholders who hold Shares in certificated form will also find accompanying this document a Tender Form for use in connection with the Tender Offer. Such Shareholders who wish to tender some or all of the Shares registered in their name on the Record Date should complete the Tender Form in accordance with the instructions printed thereon and in Part II of this document and return it by post to the Company's Receiving Agent, Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH or by hand (during normal business hours) to the Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE by no later than 3.00 p.m. on 7 April 2011. A prepaid envelope is enclosed for this purpose (for use within the UK only).

Qualifying Shareholders who hold Shares in certificated form should also return their share certificate(s) in respect of the Shares tendered with the Tender Form.

Uncertificated Shares (that is, in CREST)

Qualifying Shareholders who hold Shares in uncertificated form (that is, in CREST) who wish to participate in the Tender Offer by tendering some or all of their Shares should tender their Shares electronically through CREST so that the TTE instruction settles no later than 3.00 p.m. on 7 April 2011. Further details of the procedures for tendering electronically are set out in Part II of this document.

Shareholders who do not wish to participate in the Tender Offer should not complete the Tender Form and will not be required to make a TTE instruction.

10. Further information

The expected timetable of principal events for the Proposals is set out on page 3 of this document. Shareholders are advised to read the whole of this document and not merely rely on the summary information set out in this letter.

If you require assistance in completing the Tender Form or the Form of Proxy, please call Computershare on 0870 703 6270 or, if telephoning from outside the UK, on +44 870 703 6270. Calls to Computershare's number 0870 number are charged at up to 10 pence per minute (including VAT) plus any of your service provider's network extras. Calls to Computershare's +44 870 number from outside the UK are charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored randomly for security and training purposes. Computershare cannot provide advice on the merits of the Proposals nor give any financial, legal or tax advice.

Under the Disclosure and Transparency Rules, substantial Shareholders are required to notify the Company of their interests in Shares. Following completion of the Tender Offer, the interests of Shareholders when taken as a percentage of the issued share capital of the Company may change, which in turn may give rise to an obligation to make a new or revised notification.

11. Irrevocable undertakings

The Company has received irrevocable undertakings from Groundlinks Limited, Hawk Investment Holdings Limited, Retro Grand Limited and Seraffina Holdings Limited which are the registered owners of, in aggregate, 34,202,090 Shares, representing 24.68 per cent. of the Company's current issued share capital, to accept the Tender Offer in respect of not less than, in aggregate, 145,323 Shares and to vote in favour of the Resolution.

12. Consent

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

13. Recommendation

The Board considers the Proposals 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 1,715,198 Shares, representing approximately 1.24 per cent. of the current issued share capital of the Company.

The Board is making no recommendation to Qualifying Shareholders in relation to participation in the Tender Offer itself. Whether or not Qualifying Shareholders decide to tender their Shares will depend, amongst other things, on their own individual circumstances (including their own tax position), as well as their assessment of the value of the Tender Offer Price and the future prospects of the Group. Shareholders are recommended to consult their advisers in making their own decision.

Each of the Directors has indicated that he will not be tendering any of his current shareholding under the Tender Offer.

Yours faithfully

Timothy Trotter Chairman

PART II

TERMS AND CONDITIONS OF THE TENDER OFFER

Shareholders who do not wish to participate in the Tender Offer need take no action.

1. Introduction

Qualifying Shareholders on the Register on the Record Date are being invited to tender their Shares for purchase by Evolution, as principal, on the terms and subject to the conditions set out in this document and, in the case of certificated Shares only, in the Tender Form. The Company will, in turn, repurchase from Evolution the Shares purchased by Evolution pursuant to the Tender Offer (or otherwise a corresponding number of Shares). All of the Shares repurchased by the Company will be cancelled.

2. Terms and conditions of the Tender Offer

• 2.1 The Tender Offer is conditional upon the following Tender Conditions:
• (a) the passing of the Resolution;
• (b) the Repurchase Agreement having become unconditional in all respects (save in respect of the Tender Offer having become unconditional); and
• (c) the Tender Offer not having been terminated in accordance with paragraph 2.22 of this Part II.

Evolution will not purchase the Shares pursuant to the Tender Offer unless the Tender Conditions have been satisfied. If any of the Tender Conditions are not satisfied by 5.00 p.m. on 30 April 2011, the Tender Offer will not proceed and will lapse. The Tender Conditions may not be waived by Evolution.

• 2.2 All Shares tendered by Shareholders under the Tender Offer will be tendered at a price of 20.25 pence per Share. Shares may not be tendered at any other price.
• 2.3 Subject to the terms of Tender Offer, Evolution will purchase Shares tendered by Qualifying Shareholders under the Tender Offer at the Tender Offer Price on 8 April 2011.
• 2.4 The Tender Offer is only available to Qualifying Shareholders on the Register on the Record Date and in respect of the number of Shares registered in their names on that date. The trustee of the trust of the Vislink plc Share Incentive Plan (the "Plan") is a Qualifying Shareholder in respect of Shares held for participants under the Plan. The trustee will communicate separately with participants in the Plan, in accordance with the terms of the trust and the rules of the Plan, in relation to the Tender Offer, and will act according to their directions.
• 2.5 Tender Forms once duly completed and submitted to the Receiving Agent (for Shares held in certificated form) and TTE instructions which have settled (for Shares held in uncertificated form) will become irrevocable and cannot be withdrawn. All questions as to the validity (including time of receipt) will be determined by Evolution, in its sole discretion, which determination shall be final and binding (except as otherwise required under applicable law). None of the Company, Evolution, Computershare nor any other person is or will be obliged to give notice of any defects or irregularities and none of them will incur any liability for failure to give such notice.
• 2.6 The Tender Offer will close at 3.00 p.m. on 7 April 2011 and no Tender Forms or TTE instructions received after that time will be accepted.

• 2.7 All or any part of a holding of Shares may be tendered. Only whole numbers of Shares may be tendered and, in the event of scaling back, successful tenders will be rounded down to the nearest whole number of Shares. Shares successfully tendered will be sold to Evolution, acting as principal, fully paid and free from all liens, charges, equitable interests and encumbrances and with all rights attaching to the same. Shares will subsequently by sold by Evolution to the Company at the same price and will then be cancelled and will not rank for any dividends, distribution or other equity related rights declared by the Company after the cancellation date.

• 2.8 All tenders of Shares held in certificated form must be made on the Tender Form duly completed in accordance with the procedures set out below and on the Tender Form (which constitute part of the terms of the Tender Offer).

• 2.9 All tenders of Shares held in uncertificated form must be made by the input and settlement of an appropriate TTE instruction in CREST in accordance with the procedure set out below and the relevant procedures in the CREST manual which together constitute part of the terms of the Tender Offer.
• 2.10 A tender will only be valid if the procedures contained in this document and, for Shareholders who hold Shares in certificated form, in the Tender Form, or, as applicable, for Shareholders who hold Shares in uncertificated form, the relevant parts of the CREST manual, are complied with.
• 2.11 Delivery of a Tender Form or the input of a TTE instruction in CREST, as applicable, will constitute an agreement by the relevant Qualifying Shareholder that any purchase from that Qualifying Shareholder of Shares by Evolution, as principal, pursuant to the Tender Offer will be subject to the rules of the London Stock Exchange and the Listing Rules.
• 2.12 The Tender Offer will be governed by, and construed in accordance with, English law and the delivery of a Tender Form or the inputing of a TTE instruction by a Shareholder will constitute submission to the jurisdiction of the English courts.
• 2.13 The results of the Tender Offer are expected to be announced on 8 April 2011.
• 2.14 All documents and remittances sent by or to Qualifying Shareholders and all instructions made by or on behalf of a Shareholder in CREST relating to the Tender Offer will be sent or made (as the case may be) at the relevant Shareholder's own risk. If the Tender Offer does not become unconditional, or does not proceed, and lapses, in respect of Shares held in certificated form, Tender Forms, share certificates and other documents of title will be returned by post to Shareholders not later than five Business Days after the date of such lapse, or, in the case of Shares held in uncertificated form (that is, in CREST), the Receiving Agent will provide instructions to Euroclear to transfer all Shares held in escrow by TFE instruction to the original available balances to which those Shares relate.
• 2.15 If part only of a holding of Shares is successfully tendered pursuant to the Tender Offer, the relevant Shareholder will be entitled to receive the following:
• (a) if Shares are held in certificated form, a certificate in respect of the unsold Shares; or
• (b) if Shares are held in uncertificated form, the transfer by the Receiving Agent by TFE instruction to the original available balances of those unsold Shares.
• 2.16 Further copies of the Tender Form may be obtained on request from the Receiving Agent at Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH.
• 2.17 The total number of Shares purchased pursuant to the Tender Offer will not exceed 24,691,358 Shares, equivalent to a maximum total amount payable by Evolution of £5 million.

• 2.18 Under the Tender Offer, Shareholders will be entitled to sell up to 17.8 per cent. of their shareholdings. They may tender to sell more or less than this number. If they tender to sell a number less than or equal to 17.8 per cent. of their Shares, their tender will be satisfied in full (subject to completion of the Tender Offer and no outstanding options to subscribe for Shares (as set out in paragraph 7 of Part I of this document) being exercised before the Record Date). Shareholders may tender more than their pro rata entitlement of Shares to the extent that other Shareholders tender less than their pro rata entitlement of Shares. If the number of Shares validly tendered exceeds 24,691,358 and if and to the extent that any Shareholders have tendered less than their pro rata entitlement under the Tender Offer, surplus tenders will be accepted in proportion to the number of additional Shares tendered so that the total number of Shares purchased pursuant to the Tender Offer does not exceed 24,691,358. The decision of Evolution as to the treatment of fractions or other issues arising from any scaling back will be conclusive and binding on all Shareholders.

• 2.19 All questions as to the number of Shares tendered and the validity, form, eligibility (including the time of receipt) and acceptance for payment of any tender of Shares under the Tender Offer will be determined by Evolution in its sole discretion, which determination shall be final and binding on all parties except as otherwise required under applicable law. Evolution reserves the absolute right to reject any or all tenders it determines not to be in proper form or the acceptance of payment for which may, in the opinion of Evolution, be unlawful. Evolution also reserves the absolute right to waive any of the terms or conditions of the Tender Offer (other than the Tender Conditions) and any defect or irregularity in the tender of any particular Shares or any particular holder thereof. Unless Evolution determines otherwise, no tender of Shares will be deemed to be validly made until all defects or irregularities have been cured or waived. In the event of a waiver, the consideration under the Tender Offer will not be despatched (in respect of Shares in certificated form) or made by way of CREST payment (in respect of Shares in uncertificated form) to the relevant Shareholder until after (in the case of Shares in certificated form) the Tender Form is complete in all respects and the share certificate(s) and/or other document(s) of title satisfactory to Evolution have been received or (in the case of Shares in uncertificated form) the relevant TTE instruction has settled. None of the Receiving Agent, Evolution, the Company nor any other person is or will be obliged to give notice of any defects or irregularities in any tender and none of them will incur any liability for failure to give any such notice.

• 2.20 Shares will be purchased pursuant to the Tender Offer free of commissions and dealing charges.
• 2.21 The failure of any person to receive a copy of this document, the Tender Form or the Form of Proxy shall not invalidate any aspect of the Tender Offer.
• 2.22 The Tender Offer shall terminate automatically and will not proceed if prior to the announcement of the results of the Tender Offer, the Repurchase Agreement is terminated in accordance with its terms.

3. Overseas Shareholders

• 3.1 The making of the Tender Offer in, or to persons who are citizens or nationals of, or resident in, jurisdictions outside the United Kingdom or custodians, nominees or trustees for citizens, nationals or residents of jurisdictions outside the United Kingdom may be prohibited or affected by the laws of the relevant overseas jurisdiction. Overseas Shareholders should inform themselves about and observe any applicable legal requirements. It is the responsibility of any Overseas Shareholder wishing to tender Shares to satisfy himself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, the compliance with other necessary formalities and the payment of any transfer or other taxes or other requisite payments due in such jurisdiction. Any Overseas Shareholder will be responsible for payment of any such transfer or other taxes or other requisite payments due by whomsoever payable and Evolution, the Company and any person acting on their behalf shall be fully indemnified and held harmless by such Shareholder for any such transfer or other taxes or other requisite payments. No steps have been taken to qualify the Tender Offer or to authorise the extending of the Tender Offer or the distribution of the Tender Form in any territory outside the United Kingdom.
• 3.2 In particular, the Tender Offer is not being made directly or indirectly in or into or from or by use of the mails or by any means or instrumentality (including, without limitation, facsimile transmission, the internet, telex, and telephone) or interstate or foreign commerce, or any facility of a national securities exchange of any Restricted Jurisdiction and the Tender Offer cannot be accepted by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction. Accordingly, copies of this document, the Tender Form and any related documents are not being and must not be mailed or otherwise distributed or sent in, into or from any Restricted Jurisdiction, including to Shareholders with registered addresses in any Restricted Jurisdiction or to persons who are custodians, nominees or trustees holding Shares for persons in any Restricted Jurisdiction.

Persons receiving such documents (including, without limitation, custodians, nominees and trustees) should not distribute, send or mail them in, into or from any Restricted Jurisdiction or use such mails or any such means, instrumentality or facility in connection with the Tender Offer, and so doing may render invalid any related purported acceptance of the Tender Offer. Persons wishing to accept the Tender Offer should not use such mails or any such means, instrumentality or facility for any purpose directly or indirectly relating to acceptance of the Tender Offer. Envelopes containing Tender Forms should not be postmarked in, or otherwise despatched from, any Restricted Jurisdiction and all accepting Shareholders must provide addresses outside a Restricted Jurisdiction for the remittance of cash or return of Tender Forms and share certificates.

• 3.3 If, in connection with making of the Tender Offer, notwithstanding the restrictions described above, any person (including, without limitation, custodians, nominees and trustees), whether pursuant to a contractual or legal obligation or otherwise, forwards this document, the Tender Form or any related documents in, into or from any Restricted Jurisdiction or uses the mails of, or any means or instrumentality (including, without limitation, facsimile transmission, the internet, telex and telephone) of interstate or foreign commerce of, or any facility of a national securities exchange of any Restricted Jurisdiction in connection with such forwarding, such persons should (i) inform the recipient of such fact; (ii) explain to the recipient that such action may invalidate any purported acceptance by the recipient; and (iii) draw the attention of the recipient to this paragraph.
• 3.4 The provisions of this paragraph and any other terms of the Tender Offer relating to Overseas Shareholders may be waived, varied or modified as regards specific Shareholders or on a general basis by Evolution in its absolute discretion but only if Evolution is satisfied that such waiver, variation or modification will not constitute or give rise to a breach of applicable securities or other law.
• 3.5 The provisions of this section headed "Overseas Shareholders" supersede any terms of the Tender Offer inconsistent herewith. Overseas Shareholders should inform themselves about and observe any applicable or legal regulatory requirements. If you are in any doubt about your position, you should consult your professional adviser in the relevant territory.

4. Procedure for tendering

4.1 Different procedures for Shares in certificated and uncertificated form

If you hold Shares in certificated form (that is, not in CREST), you may only tender such Shares by completing and returning the Tender Form, in accordance with the instructions printed thereon and set out in paragraph 4.2 below.

If you hold Shares in uncertificated form (that is, in CREST) you may only tender such Shares by TTE instruction in accordance with the procedure set out in paragraph 4.3 below and, if those Shares are held under different member account IDs, you should send a separate TTE instruction for each member account ID.

4.2 Shares held in certificated form (that is, not in CREST)

To tender your Shares held in certificated form you must complete, sign and have witnessed the Tender Form.

The completed, signed and witnessed Tender Form, together with your share certificate(s), should be sent either by post in the accompanying reply-paid envelope (for use in the UK only) or (during normal business hours only) by hand to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE as soon as possible and, in any event, so as to be received by not later than 3.00 p.m. on 7 April 2011.

No tenders received after that time will be accepted. No acknowledgement of receipt of documents will be given. Any Tender Form received in an envelope postmarked in any Restricted Jurisdiction or otherwise appearing to Evolution or its agents to have been sent from any of those jurisdictions may be rejected as an invalid tender.

You should complete separate Tender Forms for Shares held in certificated form but under different designations. Additional copies of the Tender Form are available from Computershare.

The completed and signed Tender Form should be accompanied by the relevant share certificate(s) and/or other document(s) of title.

If your share certificate(s) and/or other document(s) of title are not readily available (for example, if they are with your stockbroker, bank or other agent) or are lost, the Tender Form should nevertheless be completed, signed and returned as described above.

In respect of those Shares for which your certificate(s) is/are unavailable you should complete a letter of indemnity which can be obtained by writing to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 7NH. This document must be returned to Computershare so as to be received by 3.00 p.m. on 7 April 2011.

Where you have completed and returned a letter of indemnity or you return a Tender Form without a certificate of title in respect of unavailable share certificates and you subsequently find or obtain the relevant share certificates, you should immediately send the certificates to Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH.

4.3 Shares held in uncertificated form (that is, CREST)

If your Shares are in uncertificated form, to tender such Shares you should take (or procure the taking of) the action set out below to transfer (by means of a TTE instruction) the number of Shares which you wish to tender under the Tender Offer to the appropriate escrow account, specifying Computershare (in its capacity as a CREST participant under the relevant participant ID(s) and member account ID(s) referred to below) as the escrow agent, as soon as possible and in any event so that the TTE instruction settles by no later than 3.00 p.m. on 7 April 2011. Please note that settlement cannot take place on weekends or bank holidays (or other times at which the CREST system is non-operational) and you should therefore ensure you time the input of any TTE instructions accordingly.

The input and settlement of a TTE instruction in accordance with this paragraph 4.3 shall constitute an offer to sell the number of Shares at the Tender Offer Price, by transferring such shares to the relevant escrow account as detailed in the sub-paragraph headed "Electronic Tenders" below.

If you are a CREST sponsored member, you should refer to your CREST sponsor before taking any action. Your CREST sponsor will be able to confirm details of your participant ID and the member account ID under which your Shares are held. In addition, only your CREST sponsor will be able to send the TTE instruction to Euroclear in relation to the Shares which you wish to tender.

After settlement of a TTE instruction, you will not be able to access the Shares which are the subject of such TTE instruction in CREST for any transaction or charging purposes, notwithstanding that they will be held by Computershare as escrow agent until completion or lapsing of the Tender Offer. If the Tender Offer becomes unconditional, Computershare will transfer the successfully tendered Shares to Evolution, as principal, and will return any Shares not successfully tendered to you. You are recommended to refer to the CREST manual published by Euroclear for further information on the CREST procedures outlined below.

You should note that Euroclear does not make available special procedures for any particular corporate action. Normal system timings and limitations will therefore apply in connection with a TTE instruction and its settlement. You should therefore ensure that all necessary action is taken by you (or your CREST sponsor) to enable a TTE instruction relating to your Shares to settle prior to 3.00 p.m. on 7 April 2011. You are referred in particular to those sections of the CREST manual concerning practical limitations of the CREST system and timings.

Electronic tenders

To tender Shares in uncertificated form you should send (or if you are a CREST sponsored member, procure that your sponsor sends) to Euroclear a TTE instruction in relation to such Shares. A TTE instruction to Euroclear must be properly authenticated in accordance with Euroclear's specifications for transfers to escrow and must contain the following additional details:

• (a) the number of Shares you wish to tender and transfer to an escrow account;
• (b) your member account ID;

• (c) your participant ID;

• (d) the participant ID of Computershare in its capacity as a CREST receiving agent. This is 3RA36;

• (e) the member account ID of the escrow agent. This is VISLINK;
• (f) the corporate action ISIN, which is GB0001482891;
• (g) the intended settlement date. This should be as soon as possible and, in any event, by no later than 3.00 p.m. on 7 April 2011;
• (h) input with standard delivery instruction of 80;
• (i) the corporate action number for the Tender Offer, which is allocated by Euroclear and can be found by viewing the corporate action details on screen in CREST; and
• (j) the contact name and telephone number inserted in the shared note field.

In the case of Shares held in uncertificated form, withdrawals of electronic tenders are not permitted once submitted.

4.4 Deposits of Shares into, and withdrawals of Shares from, CREST

Normal CREST procedures (including timings) apply in relation to any Shares that are, or are to be, converted from uncertificated to certificated form, or from certificated to uncertificated form, during the course of the Tender Offer (whether such conversion arises as a result of a transfer of Shares or otherwise). Shareholders who are proposing to convert any such Shares are recommended to ensure that the conversion procedures are implemented in sufficient time to enable the person holding or acquiring the Shares as a result of the conversion to take all necessary steps in connection with such person's participation in the Tender Offer (in particular, as regards delivery of share certificates and/or other documents of title or transfers to an escrow balance as described above) prior to 3.00 p.m. on 7 April 2011.

4.5 Validity of tenders

(a) Tender Forms

Evolution reserves the right to treat as valid only Tender Forms which are received entirely in order by 3.00 p.m. on 7 April 2011 and which are accompanied by the relevant share certificate(s) and/or other document(s) of title or a satisfactory indemnity in lieu thereof in respect of the entire number of Shares tendered.

(b) Validity of electronic tenders

A Tender Form which is received in respect of Shares held in uncertificated form will not constitute a valid tender and will be disregarded. Shareholders holding Shares in uncertificated form who wish to tender such shares should note that a TTE instruction will only be a valid tender as at the Closing Date, if it has settled before 3.00 p.m. on that date.

An appropriate announcement will be made if any of the details contained in this sub-paragraph 4.5(b) are altered.

(c) General

Notwithstanding the completion of a valid Tender Form or settlement of a TTE instruction, as applicable, the Tender Offer may lapse in accordance with the Tender Conditions set out above. The decision of Evolution as to which Shares have been validly tendered shall be conclusive and binding on all Shareholders. If you are in any doubt as to how to complete the Tender Form or as to the procedure for making an electronic tender please contact Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH. You are reminded that, if you are a CREST sponsored member, you should contact your CREST sponsor before taking any action. Shareholders should note that once tendered Shares may not be sold, transferred, charged or otherwise disposed of.

5. Settlement

Settlement of the consideration to which any Qualifying Shareholder is entitled pursuant to valid tenders will be made by 15 April 2011, as follows:

5.1 Shares held in certificated form (that is, not in CREST)

Where an accepted tender relates to Shares held in certificated form, cheques for the consideration due will be despatched by first class post to the person or agent whose name and address (outside a Restricted Jurisdiction) is set out in the Tender Form or, if none is set out, to the registered address of the tendering Qualifying Shareholder or, in the case of joint holders, the address of the first named. All payments will be made in pounds sterling by cheque drawn on a branch of a UK clearing bank.

5.2 Shares held in uncertificated form (that is, in CREST)

Where an accepted tender relates to Shares held in uncertificated form, the consideration due will be paid by means of a CREST payment in favour of the tendering Shareholder's payment bank in accordance with the CREST payment arrangements.

6. Effect of Tender

6.1 Tender Forms

Each Qualifying Shareholder by whom, or on whose behalf, a Tender Form (as the case may be) is executed, irrevocably undertakes, represents, warrants and agrees to and with Evolution (so as to bind him, his personal representatives, heirs, successors and assigns) that:

• (a) the execution of the Tender Form shall constitute an offer to sell to Evolution, acting as principal, such number of Shares as are inserted in the Tender Form as deemed to be tendered, on and subject to the terms and conditions set out or referred to in this document and the Tender Form, and that, once lodged, such tender shall be irrevocable;
• (b) such Qualifying Shareholder has full power and authority to tender, sell, assign or transfer the Shares in respect of which such offer is accepted (together with all rights attaching thereto) and, when the same are purchased by Evolution, as principal, Evolution will acquire such Shares with full title guarantee and free from all liens, charges, encumbrances, equitable interests, rights of pre-emption or other third party rights of any nature and together with all rights attaching thereto, on or after the Closing Date, including the right to receive all dividends and other distributions declared, paid or made after that date;
• (c) such execution and lodgement shall, subject to the Tender Offer becoming unconditional, constitute the irrevocable appointment of each of Evolution and any director or officer of Evolution as such Qualifying Shareholder's attorney and/or agent, and an irrevocable instruction to them as such, to:
• i. complete and execute any and all instruments of transfer and/or other documents or forms and take any and all actions which are necessary or desirable in such attorney's and/or agent's absolute discretion, in relation to the Shares referred to in sub-paragraph (a) above in favour of Evolution or such other person(s) as Evolution may direct;
• ii. deliver such instrument(s) of transfer and/or other documents or forms at the discretion of the attorney and/or agent, together with the share certificate(s) and/or other document(s) of title relating to such Shares, for registration within six months of the Tender Offer becoming unconditional and to do all such other acts and things as may in the opinion of such attorney and/or agent be necessary or expedient for the purpose of, or in connection with, the Tender Offer and to vest in Evolution or its nominee(s) or such other person(s) as Evolution may direct title in such Shares; and

• iii. despatch or otherwise make payment of the proceeds of sale in respect of the purchased Shares in accordance with the settlement provisions set out above;

• (d) such Qualifying Shareholder agrees to ratify and confirm each and every act or thing which may be done or effected by Evolution or any of its directors or officers or any person nominated by Evolution or any of its directors or officers or the Company or any of its directors in the proper exercise of their or his powers and/or authorities hereunder;

• (e) such Qualifying Shareholder with a holding of Shares in certificated form will deliver to the Receiving Agent their share certificate and/or other document(s) of title in respect of the Shares referred to in sub-paragraph (a) above, or an indemnity acceptable to Evolution in lieu thereof, or will procure the delivery of such document(s) to such person(s) as soon as possible thereafter and, in any event, by no later than 3.00 p.m. on the Closing Date;
• (f) the provisions of the Tender Form form part of the terms and conditions of the Tender Offer;
• (g) the delivery of a Tender Form will constitute agreement by such Shareholder that any purchase from that Shareholder of Shares by Evolution, as principal, pursuant to the Tender Offer will be subject to the rules of the London Stock Exchange and the Listing Rules;
• (h) such Qualifying Shareholder shall do all such acts and things as shall be necessary or expedient and execute any additional documents deemed by Evolution to be desirable, in each case to complete the purchase of the Shares and/or to perfect any of the authorities expressed to be given hereunder;
• (i) such Qualifying Shareholder has fully observed the laws of all relevant jurisdictions, obtained any requisite consents, complied with all applicable formalities, that the invitation under the Tender Offer may be made to him under the laws of the relevant jurisdiction, and that he has not taken or omitted to take any action which would otherwise result in Evolution or the Company acting in breach of any applicable legal or regulatory requirement in respect of the purchase of the Shares tendered by him under the Tender Offer;
• (j) such Qualifying Shareholder has not received or sent copies or originals of this document, the Tender Form or any related documents in, into or from any Restricted Jurisdiction and has not otherwise utilised in connection with the Tender Offer, directly or indirectly, the mails or any means or instrumentality (including, without limitation, facsimile transmission, telex and telephone) of interstate or foreign commerce, or of any facility of a national securities exchange, of any Restricted Jurisdiction; that this document or the Tender Form have not been mailed or otherwise sent in, into or from any other Restricted Jurisdiction and such Shareholder is accepting the Tender Offer from any Restricted Jurisdiction;
• (k) the despatch of a cheque to a Shareholder as referred to in paragraph 5 of this Part II headed "Settlement", will discharge fully any obligation of Evolution to pay such Shareholder the consideration to which he is entitled under the Tender Offer;
• (l) on execution a Tender Form takes effect as a deed; and
• (m) the execution of a Tender Form constitutes such Shareholder's submission to the law of England and the jurisdiction of the courts of England and Wales in relation to all matters arising out of or in connection with the Tender Offer or the Tender Form.

A reference in this paragraph to a Shareholder includes a reference to the person or persons executing a Tender Form and in the event of more than one person executing a Tender Form, the provisions of this paragraph will apply to them jointly and severally.

6.2 Electronic Tenders

Each Qualifying Shareholder by whom, or on whose behalf, a TTE instruction which is treated by Evolution and the Company as valid is made irrevocably undertakes, represents, warrants and agrees to and with Evolution (so as to bind him, his personal representatives, heirs, successors and assigns) that:

(a) the input of the TTE instruction shall constitute an offer to sell to Evolution, as principal, such number of Shares as are specified in the TTE instruction or deemed to be tendered, in each case, on and subject to the terms and conditions set out or referred to in this document and the TTE instruction and that, once the TTE instruction has settled, such tender shall be irrevocable;

• (b) such Qualifying Shareholder has full power and authority to tender, sell, assign or transfer the Shares in respect of which the Tender Offer is accepted (together with all rights attaching thereto) and, when the same are purchased by Evolution, as principal, Evolution will acquire such Shares with full title guarantee and free from all liens, charges, encumbrances, equitable interests, rights of pre-emption or other third party rights of any nature and together with all rights attaching thereto, on or after the Closing Date, including the right to receive all dividends and other distributions declared, paid or made after that date;
• (c) the input of the TTE instruction, which has effect as a tender under the Tender Offer, will, subject to the Tender Offer becoming unconditional, constitute the irrevocable appointment of the Receiving Agent as such Qualifying Shareholder's agent and an irrevocable instruction and authority to the agent: (i) subject to the Tender Offer becoming unconditional, to transfer to itself and then to transfer to Evolution by means of CREST (or to such person or persons as Evolution may direct) all of the Relevant Shares (as defined below); and (ii) if the Tender Offer does not become unconditional and lapses or is terminated, or there are Shares which have not been successfully tendered under the Tender Offer, as promptly as practicable after the lapsing or termination of the Tender Offer, or the unsuccessful tender, to transfer the Relevant Shares back to the original available balances from which those Shares came. For the purposes of this paragraph, Relevant Shares means Shares in uncertificated form and in respect of which a transfer or transfers to escrow has or have been effected pursuant to the procedures described in this Part II;
• (d) such Qualifying Shareholder agrees to ratify and confirm each and every act or thing which may be done or effected by Evolution, the Company and/or the Receiving Agent or any of their respective directors or officers or any person nominated by Evolution, the Company or the Receiving Agent or any of their respective directors or officers in the proper exercise of their respective powers and/or authorities hereunder;
• (e) if, for any reason, any Shares in respect of which a TTE instruction has been made are, prior to 3.00 p.m. on the Closing Date, converted into certificated form, the electronic tender in respect of such Shares shall cease to be valid and the Shareholder will need to comply with the procedures for tendering Shares in certificated form as set out in this Part II in respect of the Shares so converted, if he wishes to make a valid tender of such Shares pursuant to the Tender Offer;
• (f) such Qualifying Shareholder shall do all such acts and things as shall be necessary or expedient and execute any additional documents deemed by Evolution to be desirable, in each case to complete the purchase of the Shares and/or to perfect any of the authorities expressed to be given hereunder;
• (g) such Qualifying Shareholder has fully observed the laws of all relevant jurisdictions, obtained any requisite consents, complied with all applicable formalities, that the invitation under the Tender Offer may be made to him under the laws of the relevant jurisdiction, and has not taken or omitted to take any action which would otherwise result in Evolution or the Company acting in breach of any applicable legal or regulatory requirement in respect of the purchase of the Shares tendered by him under the Tender Offer;

• (h) such Qualifying Shareholder has not received or sent copies or originals of this document, the Tender Form or any related documents in, into or from any Restricted Jurisdiction and has not otherwise utilised in connection with the Tender Offer, directly or indirectly, the mails or any means or instrumentality (including, without limitation, facsimile transmission, telex and telephone) of interstate or foreign commerce, or of any facility of a national securities exchange, of any Restricted Jurisdiction at the time of the input of the relevant TTE instruction; that the TTE instruction has not been sent from any Restricted Jurisdiction and such Shareholder is accepting the Tender Offer from outside any Restricted Jurisdiction;

• (i) the creation of a payment obligation in favour of such Qualifying Shareholder's payment bank in accordance with the CREST payment arrangements as referred to in paragraph 5 of this Part II headed "Settlement" will, to the extent of the obligations so created, discharge fully any obligation of Evolution to pay to such Shareholder the consideration to which he is entitled under the Tender Offer;

• (j) the input of the TTE instruction constitutes such Qualifying Shareholder's submission to the law of England and the jurisdiction of the courts of England and Wales in relation to all matters arising out of or in connection with the Tender Offer; and
• (k) if the appointment of agent provision under sub-paragraphs 6.1(c) and/or 6.2(c) above shall be unenforceable or invalid or shall not operate so as to afford any director or officer of Evolution the benefit or authority expressed to be given therein, the Shareholder shall with all practicable speed do all such acts and things and execute all such documents that may be required to enable Evolution to secure the full benefits of sub-paragraphs 6.1(c) and/or 6.2(c) above.

PART III

TAXATION

1. Introduction

The comments below are intended only as a general guide to the current tax position under the laws of the United Kingdom and practice of HMRC in respect of Shareholders who are resident in the United Kingdom for tax purposes and who hold their Shares beneficially as investments and not on trading account. Companies within the charge to corporation tax in the United Kingdom are assumed not to fall within Chapter 7, Part 6 of the Corporation Tax Act 2009 in respect of Shares.

Shareholders who are in any doubt as to their tax position or who are subject to tax in a jurisdiction other than the United Kingdom should consult their professional adviser.

2. The Tender Offer

Since Evolution will be acting as principal, an individual Shareholder who tenders Shares to Evolution pursuant to the Tender Offer should be treated, for the purposes of United Kingdom taxation of chargeable gains ("CGT"), as though he had sold them in the ordinary way to a third party.

Therefore, if the Shares are held as a capital asset by the Shareholder, the sale will constitute a disposal for the purposes of CGT and, depending on the individual Shareholder's particular circumstances (including the availability of any exemptions, reliefs and allowable losses), a chargeable gain or an allowable loss could therefore arise for a Shareholder resident or ordinarily resident in the United Kingdom.

Subject to available reliefs (such as capital losses), a corporate Shareholder is taxable on all of its chargeable gains. Corporate Shareholders are entitled to indexation allowance on the cost of their investment up to the date the chargeable gain is realised. A Shareholder whose allowable expenditure in relation to his Shares exceeds their gross proceeds of sale would realise a capital loss (although a loss cannot be created or increased by indexation allowance). If an allowable loss arises to a Shareholder on the sale of Shares pursuant to the Tender Offer, such Shareholder is recommended to seek professional advice on the potential utilisation of such allowable loss.

A corporate shareholder who owns 10 per cent. or more of the Shares may qualify for the substantial shareholdings exemption and is recommended to seek professional advice.

3. Anti-avoidance provisions

You should be aware of the anti-avoidance provisions at Chapter 1, Part XVII of the Income and Corporation Taxes Act 1988 (for corporates) and Chapter 1, Part 13 of the Income Tax Act 2007 (for individuals), which HMRC may apply where they have reason to believe that a person obtains a tax advantage in consequence of a "transaction in securities". Were HMRC to seek to apply any of these provisions to the proceeds of sale of a Shareholder's Shares, the general effect would be to tax some or all of such proceeds as income. These rules only apply in certain circumstances and do not apply where it can be shown that the transaction in question was entered into for bona fide commercial reasons and did not involve as one of its main objectives the obtaining of an income tax or corporate tax advantage. In view of these restrictions on the application of the anti-avoidance provisions, no application has been made by the Company for clearance from HMRC in respect of the application of the above provisions. Shareholders are advised to take independent advice as to the potential application of the above provisions in light of their own particular circumstances.

4. Stamp Duty and Stamp Duty Reserve Tax

Except in relation to depositary receipt arrangements or clearance services where special rules apply:

• (a) no stamp duty or stamp duty reserve tax will be payable on the proceeds payable to Shareholders by Evolution under the Tender Offer; and
• (b) stamp duty at the rate of 0.5 per cent. (rounded up to the nearest £5) of the total price payable by the Company to Evolution will be payable by the Company on the purchase of the Shares tendered under the Tender Offer. This cost will be borne by the Company and will not be charged to tendering Shareholders.

PART IV

DEFINITIONS

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

"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 5 of this document
"Closing Date"	3.00 p.m. on 7 April 2011 being the latest time and date for receipt of Tender Forms and TTE instructions in relation to the Tender Offer
"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
"Computershare"	Computershare Investor Services PLC
"CREST"	the system for the paperless settlement of trades in listed securities operated by Euroclear
"CREST Member"	a person who has been admitted by Euroclear as a system member (as defined in the Regulations)
"CREST Participant"	a person who is, in relation to CREST, a system-participant (as defined in the Regulations)
"CREST Sponsor"	a CREST Participant admitted to CREST as a CREST sponsor
"CREST Sponsored Member"	a CREST Member admitted to CREST as a CREST sponsored member
"Disclosure and Transparency Rules"	the disclosure rules and transparency rules published by the UKLA
"Disposal"	the disposal by the Company of Hernis which completed on 30 December 2010
"Euroclear"	Euroclear UK and Ireland Limited
"Evolution"	Evolution Securities Limited
"Form of Proxy"	the form of proxy accompanying this document for use by Shareholders at the General Meeting
"FSA"	Financial Services Authority
"FSMA"	Financial Services and Markets Act 2000, as amended
"General Meeting"	the general meeting of the Company convened for 10.00 a.m. on 8 April 2011 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"	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
"HMRC"	Her Majesty's Revenue Customs
"Listing Rules"	the listing rules published by the UKLA
"London Stock Exchange"	London Stock Exchange plc
"Net Proceeds"	the net proceeds from the Disposal which amounted to approximately £23.1 million. 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 agreement for the Disposal; and a working capital adjustment of £2.5 million
"Overseas Shareholders"	shareholders who have a registered address outside the UK
"Participant ID"	the identification code or membership number used in CREST to indentify a particular CREST Member or other CREST Participant
"Proposals"	the proposals for the Tender Offer and the Repurchase, as described in this document
"Qualifying Shareholders"	Shareholders who are entitled to participate in the Tender Offer who are on the Register on the Record Date and who do not have a registered address in a Restricted Jurisdiction
"Receiving Agent" or "Escrow Agent"	Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH
"Record Date"	5.00 p.m. on 7 April 2011
"Register"	the Company's register of members
"Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001 3755)
"Repurchase"	the repurchase by the Company of Shares from Evolution pursuant to the Repurchase Agreement
"Repurchase Agreement"	the agreement dated 23 March 2011 between the Company and Evolution for the repurchase by the Company of the Shares purchased by Evolution pursuant to the Tender Offer by way of an on market purchase
"Resolution"	the special resolution set out in the notice of the General Meeting at the end of this document to approve the Tender Offer
"Restricted Jurisdiction"	each of the United States, Canada, Australia, South Africa and Japan and any other jurisdiction where the mailing of this document into or inside such jurisdiction would constitute a violation of the laws of such jurisdiction

"SEDOL"	the Stock Exchange Daily Official List
"Shareholders"	holders of Shares
"Shares"	the ordinary shares of 2.5 pence each in the capital of the Company
"tender" and "tendered"	refers to tenders by Shareholders of Shares pursuant to the Tender Offer
"Tender Conditions"	the conditions set out in paragraph 2.1 of Part II of this document
"Tender Form"	the tender form accompanying this document for use by Qualifying Shareholders in respect of Shares held in certificated form
"Tender Offer"	the proposed invitation by Evolution to Qualifying Shareholders to tender Shares for sale to Evolution on the terms and subject to the conditions set out in this document and, in the case of Shares held in certificated form only, in the Tender Form
"Tender Offer Price"	the price of 20.25 per Share, being the price at which Evolution is to purchase Shares under the Tender Offer and which is equal to the closing mid-market price of the Shares on the 22 March 2011, being the last dealing day prior to the date of this document
"TFE instruction"	a transfer from escrow instruction (as defined by the CREST manual issued by Euroclear)
"TTE instruction"	a transfer to escrow instruction (as defined by the CREST manual issued by Euroclear)
"UK"	the United Kingdom of Great Britain and Northern Ireland
"UKLA"	the Financial Services Authority acting in its capacity as the competent authority for the purposes of FSMA
"uncertificated" or "in uncertificated form"	Shares which are recorded on the register of members of the Company as being held in uncertificated form in CREST and title to which, by virtue of the Regulations, may be transferred by means of CREST
"United States"	the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia

NOTICE OF GENERAL MEETING

Vislink plc

(Incorporated 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 8 April 2011 at 10.00 a.m. for the purpose of considering and, if thought fit, passing the following resolution as a special resolution:

Special Resolution

THAT, the Company be and is hereby generally and unconditionally authorised in accordance with section 701 of the Companies Act 2006 to make market purchases (within the meaning of section 693 (4) of the Companies Act 2006) of ordinary shares of 2.5 pence each in the capital of the Company ("Shares") pursuant to a tender offer for Shares on the terms set out or referred to in the circular to the Company's shareholders dated 23 March 2011 (the "Circular") (a copy of which is produced to the meeting and signed for identification purposes by the Chairman of the meeting) provided that:

• (a) the maximum number of Shares hereby authorised to be acquired is 24,691,358 Shares (representing approximately 17.8 per cent. of the Company's issued share capital);
• (b) the minimum price (exclusive of expenses) which shall be paid for all Shares pursuant to this authority shall be 2.5 pence, being the nominal value of a Share;
• (c) the maximum price (exclusive of expenses) which shall be paid for a Share pursuant to this authority shall be 20.25 pence or, if the Directors determine to increase the price to be paid per Share, an amount equal to not more than 10 per cent. above the average of the closing middle market quotations for the Shares as derived from SEDOL (as such term is defined in the Circular) for the five dealing days immediately preceding the day on which the Directors set the increased price;
• (d) unless previously revoked or varied, the authority conferred hereby shall, subject as provided in paragraph (c) of this resolution, expire on the date which is 18 months from the passing of this resolution; and
• (e) the Company may make a contract or contracts to purchase Shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority and may make a purchase of Shares in pursuance of any such contracts or contracts.

By Order of the Board

J R Trumper Company Secretary

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

Dated 23 March 2011

Notes:

• 1. 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.
• 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 10.00 a.m. on 6 April 2011. 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.eproxyappointment.com, and following the instructions on the form of proxy. For an electronic proxy appointment to be valid, the appointment must be recived by the Company's registrars by no later than 10.00 a.m. on 6 April 2011. Any electronic communication sent by a member to the Company's registrars which is found to contain a virus will not be accepted by the Company. You will be asked to enter the Control Number, the Shareholder Reference Number (SRN) and PIN (all of which are shown on the Form of Proxy) and agree to certain terms and conditions.
• 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 Section 360B of the Companies Act 2006 and Regulation 41 of the Uncertificated Securities Regulations 2001 (as amended), the Company specifies that only those members registered in the register of members of the Company as at 10.00 a.m. on 6 April 2011 (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 (as amended).
• 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 CREST member 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 circular published by the Company on 23 March 2011 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, 30 Crown Place, London EC2A 4ES. The circular 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 22 March 2011 (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.