PEBBLE BEACH SYSTEMS GROUP PLC — Delisting Announcement 2013

Dec 18, 2013

Company No 04082188

THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

SPECIAL RESOLUTIONS

of

VISLINK PLC (THE "COMPANY")

At the General Meeting of the Company held at the offices of N+1 Singer, One Bartholomew Lane, London EC2N 2AX on Tuesday 17 December 2013 the following resolutions were passed as special resolutions of the Company:-

SPECIAL RESOLUTIONS

• THAT the directors of the Company be and are hereby authorised to cancel the listing of the $\overline{1}$ . ordinary shares in the capital of the Company on the premium segment of the Official List of the Financial Conduct Authority and to cancel the admission of such ordinary shares to trading on the London Stock Exchange plc's Main Market for listed securities and to apply for admission of the said ordinary shares to trading on AIM, a market operated by London Stock Exchange plc.
• THAT, conditional upon the passing of resolution 1 set out in the notice of this meeting and on 2. admission of the issued and to be issued ordinary shares of the Company to trading on AIM, and in substitution for all subsisting powers to the extent unused (other than in respect of any allotments made pursuant to offers or agreements made prior to the passing of this resolution), the directors be and are generally empowered pursuant to sections 570 and 573 of the Companies Act 2006 (the "Act") to allot equity securities (as defined in section 560 of the Act) for cash, either pursuant to the authority conferred on them by ordinary resolution passed at the annual general meeting of the Company held on 22 May 2013 or by way of a sale of treasury shares, as if section 561(1) of the Act did not apply to the allotment, but this power shall be limited to:
• $(a)$ the allotment of equity securities in connection with an offer or issue of equity securities (i) to holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings; and (ii) to holders of other equity securities if this is required by the rights of those securities or, if the directors consider it necessary, as permitted by the rights of those securities, but so that the directors may impose any limits or restrictions and make any arrangements as they consider necessary or appropriate in relation to treasury shares, fractional entitlements, record dates, or legal, regulatory or practical problems in or under the laws of any territory or the requirements of any requiatory body or stock exchange or any other matter; and
• the allotment (otherwise than under paragraph (a) above) of equity securities, up to an $(b)$ aggregate nominal amount of £569,512,

such power to expire on 30 June 2014 or, if earlier, at the conclusion of the next annual general meeting of the Company after the passing of this resolution (unless previously renewed, varied or revoked by the Company in general meeting) but provided that the Company may, before this power expires, make an offer or agreement which would or might require equity securities to be allotted after it expires and the directors may allot equity securities in pursuance of such offer or agreement as if this power had not expired.

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DIRECTOR