PEBBLE BEACH SYSTEMS GROUP PLC — Proxy Solicitation & Information Statement 2013

Dec 5, 2013

THIS DOCUMENT AND THE ACCOMPANYING FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, fund manager, solicitor, accountant or other appropriate independent financial adviser duly authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

If you sell or transfer or have sold or transferred all of your Ordinary Shares you should deliver this document, with the accompanying Form of Proxy, as soon as possible to the purchaser or transferee or to the bank, stockbroker or other agent through or to whom the sale or transfer was effected for onward transmission to the buyer or transferee. However, such documents should not be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction. If you sell or transfer or have sold or transferred only part of your holding of Ordinary Shares you should retain this document and consult the bank, stockbroker or other agent through whom the sale or transfer was effected as to the action you should take.

The distribution of this document in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, such restrictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. This document has been prepared for the purposes of complying with English law and the Listing Rules and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws and regulations of any jurisdiction outside of England.

This document is a circular relating to the cancellation of admission of the Ordinary Shares to the premium segment of the Official List and to trading on the Main Market of the London Stock Exchange which has been prepared in accordance with the Listing Rules of the Financial Conduct Authority under section 73A of FSMA.

You are recommended to read the whole of this document but your attention is drawn, in particular, to the letter from the Chairman of the Company which is set out on pages 6 to 12 of this document. This letter explains the background to, and reasons for, the proposed delisting from the Official List and admission to AIM and contains a recommendation that you vote in favour of the Resolutions to be proposed at the General Meeting.

VISLINK PLC

(incorporated and registered in England and Wales with registered number 04082188)

Proposed cancellation of admission to the premium segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange

Admission to trading on AIM

Proposed disapplication of pre-emption rights

and

Notice of General Meeting

Notice convening a General Meeting of the Company, to be held at 3:00 p.m. on Tuesday 17 December 2013 at the offices of N+1 Singer, One Bartholomew Lane, London EC2N 2AX, is set out at the end of this document.

The action to be taken by Shareholders in respect of the General Meeting is set out on page 11 of this document. The Form of Proxy for use at the General Meeting accompanies this document. If you hold your Ordinary Shares in certificated form, whether or not you plan to attend the General Meeting, you are encouraged to complete the Form of Proxy and return it in accordance with the instructions printed thereon as soon as possible, but in any event so as to be received by post or, during normal business hours only, by hand, at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by no later than 3:00 p.m. on 15 December 2013 (or, in the case of an adjournment of the General Meeting, not later than 48 hours before the time fixed for the holding of the adjourned meeting). The completion and return of a Form of Proxy will not prevent you from attending and voting at the meeting in person should you wish to do so.

If you hold your Ordinary Shares in uncertificated form (that is, in CREST) you may appoint a proxy or proxies through the CREST electronic proxy appointment service in accordance with the procedures set out in the CREST Manual (please also refer to the accompanying notes to the Notice of General Meeting set out at the end of this document). Proxies submitted via CREST must be received by the Company's agent (ID 3RA50) by no later than 3:00 p.m. on 15 December 2013 (or, in the case of an adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting). Alternatively, you can submit your proxy appointments electronically at www.eproxyappointment.com by following the instructions on the website. Electronic proxy appointments must be received by 3:00 p.m. on 15 December 2013 (or, in the case of an adjournment of the General Meeting, not later than 48 hours before the time fixed for the holding of the adjourned meeting).

N+1 Singer is authorised and regulated by the Financial Conduct Authority and is acting exclusively for the Company and no-one else in connection with the Delisting and Admission and is not, and will not be, responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Delisting, Admission or the contents of this document or any other matter referred to herein. Nothing in this paragraph shall serve to exclude or limit any responsibilities which N+1 Singer may have under FSMA or the regulatory regime established thereunder.

N+1 Singer has given and has not withdrawn its written consent to the inclusion in this document of the references to its name in the form and context in which they appear.

This document does not constitute an invitation or offer to purchase, acquire or subscribe for, or the solicitation of an invitation or offer to purchase, acquire or subscribe for, any Ordinary Shares.

No person has been authorised to give any information or make any representation other than those contained in this document and, if given or made, such information or representations must not be relied upon as having been so authorised. The delivery of this document shall not, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this document or that the information in it is correct as of any subsequent time.

INFORMATION REGARDING 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", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this document and include, but are not limited to, statements regarding the Group's intentions, beliefs or current expectations concerning, among other things, the Group's results of operations, financial position, prospects, growth, strategies and the industry in which it operates. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements are not guarantees of future performance and the actual results of the Group's operations and financial position, and the development of the markets and the industry in which the Group operates, may differ materially from those described in, or suggested by, the forward-looking statements contained in this document. In addition, even if the results of operations, financial position and the development of the markets and the industry in which the Group operates are consistent with the forward-looking statements contained in this document, those results or developments may not be indicative of results or developments in subsequent periods. A number of factors could cause results and developments to differ materially from those expressed or implied by the forward-looking statements including, without limitation, general economic and business conditions, industry trends, competition, changes in regulation, currency fluctuations, changes in its business strategy, political and economic uncertainty and other factors. Statements contained in this document regarding past trends or activities should not be taken as a representation that such trends or activities will continue.

Forward-looking statements may, and often do, differ materially from actual results. Any forward-looking statements in this document speak only as of their respective dates, reflect the Group's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations, results of operations and growth strategy. Subject to the requirements of the FCA, the London Stock Exchange, the Listing Rules and the Disclosure and Transparency Rules (and/or any regulatory requirements) or applicable law, the Company explicitly disclaims any obligation or undertaking publicly to release the result of any revisions to any forward-looking statements in this document that may occur due to any change in the Company's expectations or to reflect events or circumstances after the date of this document.

DEFINITIONS

Certain terms used in this document, including capitalised terms and certain technical terms, are defined and explained on pages 13 to 14 of this document below.

TABLE OF CONTENTS

	EXPECTED TIMETABLE OF PRINCIPAL EVENTS	4
	DIRECTORS, COMPANY SECRETARY AND ADVISERS	5
	LETTER FROM THE CHAIRMAN	6
1	INTRODUCTION	6
2	BACKGROUND TO AND REASONS FOR THE DELISTING AND ADMISSION	7
3	DETAILS OF THE DELISTING AND ADMISSION	7
4	PROPOSED DISAPPLICATION OF PRE-EMPTION RIGHTS	8
5	RISKS ASSOCIATED WITH TRADING ON AIM	8
6	CONSEQUENCES OF THE MOVE TO AIM	9
7	TAXATION	10
8	GENERAL MEETING	11
9	ACTIONS TO BE TAKEN IN RESPECT OF THE GENERAL MEETING	11
10	RECOMMENDATION	12
DEFINITIONS
NOTICE OF GENERAL MEETING

EXPECTED TIMETABLE OF PRINCIPAL EVENTS1,2

Publication of this document	29 November 2013
Latest time and date for receipt of Forms of Proxy	3:00 p.m. on 15 December 2013
General Meeting	3:00 p.m. on 17 December 2013
Last day of dealings in Ordinary Shares on the Main Market	17 January 2014
Cancellation of listing of Ordinary Shares on the Official List effective3	8:00 a.m. on 20 January 2014
Admission and commencement of dealings in the Ordinary Shares on AIM3	8:00 a.m. on 20 January 2014

Notes:

• 1. These dates are given on the basis of the Board's current expectations and are subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by announcement through a Regulatory Information Service and will be available on www.vislink.com.
• 1. All of the above times, and other time references in this document, refer to London time.
• 1. The cancellation of listing of the Ordinary Shares on the Official List and the admission and commencement of dealings in the Ordinary Shares on AIM are conditional on, inter alia, the passing of the Delisting Resolution at the General Meeting.

DIRECTORS, COMPANY SECRETARY AND ADVISERS

Directors	John Hawkins (Executive Chairman) Ian Davies (Group Finance Director) Robin Howe (Senior Independent Non-executive Director) Oliver Ellingham (Non-executive Director) John Varney (Non-executive Director)
Registered Office	Marlborough House Charnham Lane Hungerford Berkshire RG17 0EY Tel: +44 (0)1488 68 55 00
Company Secretary	Ian Davies
Financial Adviser and Broker	Nplus1 Singer Advisory LLP One Bartholomew Lane London EC2N 2AX
Solicitors to the Company	Pinsent Masons LLP 3 Colmore Circus Birmingham B4 6BH
Registrars	Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS99 7NH

LETTER FROM THE CHAIRMAN

VISLINK PLC

(incorporated and registered in England and Wales with registered number 04082188)

John Hawkins (Executive Chairman) Marlborough House Ian Davies (Group Finance Director) Charnham Lane Robin Howe (Senior Independent Non-executive Director) Hungerford Oliver Ellingham (Non-executive Director) Berkshire John Varney (Non-executive Director) RG17 0EY

Directors: Registered Office:

29 November 2013

To holders of Ordinary Shares and, for information only, to option holders Dear Shareholder

Proposed Delisting from the Official List and Admission to AIM Proposed disapplication of pre-emption rights and Notice of General Meeting

1. INTRODUCTION

The Company announced today that the Board is proposing to cancel the listing of the Ordinary Shares on the premium segment of the Official List and to remove such Ordinary Shares from trading on the Main Market and to apply for admission of the Ordinary Shares to trading on AIM. In conjunction with the proposal to seek admission of the Ordinary Shares to trading on AIM, and conditional on Admission occurring, the Board is also proposing to seek the approval of Shareholders to an increase in the limit on the number of equity securities of the Company that may be issued by the Directors for cash on a non-pre-emptive basis to a total of 22,780,480 new Ordinary Shares representing 20 per cent. of the current issued ordinary share capital of the Company at the date of this document.

The Listing Rules require that if a company wishes to cancel its listing on the Official List then it must seek the prior approval of not less than 75 per cent. of its shareholders who vote in person or by proxy at a general meeting. Accordingly, a special resolution is being proposed at the General Meeting to authorise the Board to cancel the listing of the Ordinary Shares on the Official List and to remove such Ordinary Shares from trading on the Main Market and to apply for admission of the Ordinary Shares to trading on AIM.

If the Delisting Resolution is not passed, the Delisting and Admission will not proceed. Subject to all relevant conditions being satisfied (or, if applicable, waived), it is expected that the Ordinary Shares will be admitted to trading on AIM on or around 20 January 2014.

The purpose of this document is to outline the reasons for, and provide further information on, the proposed Delisting and Admission and the proposed related Pre-emption Rights Disapplication and to explain why the Board believes such proposals to be in the best interests of the Company and its Shareholders as a whole and has unanimously recommended that Shareholders vote in favour of the Resolutions.

At the end of this document, you will find a notice of the General Meeting at which the Resolutions will be proposed to approve the Delisting, Admission and Pre-emption Rights Disapplication. The General Meeting has been convened for 3:00 p.m. on Tuesday 17 December 2013 and will take place at the offices of N+1 Singer, One Bartholomew Lane, London EC2N 2AX.

2. BACKGROUND TO AND REASONS FOR THE DELISTING AND ADMISSION

The Group's strategy, originally announced in November 2011, is to continue to develop our core competence to provide solutions for the broadcast and surveillance markets, and as part of this to grow sales to £80 million, with £8.0 million adjusted operating profit, by the end of the 2014 financial year. The Group intends to support this growth by a number of strategic acquisitions, including the acquisition of Amplifier Technology Limited announced on 29 August 2013, and continues to actively seek such acquisitions to strengthen the Group's hardware, software and services capabilities. The Board has carefully considered the proposed move to AIM, and believes that such a move will provide a market and environment more suited to the Company's current size and strategic intent to enhance shareholder value by organic growth and acquisitive activity in the broadcast and surveillance markets. It will also simplify the on-going administrative and regulatory requirements of the Company. The Delisting and Admission will offer greater flexibility to the Company, particularly with regard to corporate transactions including strategic acquisitions and should therefore enable the Company to execute such transactions more quickly and cost effectively when compared to the requirements of the Official List. Given the Company's strategy, the Board believes that the move is likely to be of significant benefit to the Company and its Shareholders going forward.

AIM will provide Shareholders with a market on which to potentially trade their Ordinary Shares whilst providing the Company with continued access to equity capital, including the ability to improve future liquidity for the benefit of all Shareholders. The Company should continue to appeal to institutional investors following the Delisting and Admission and, in light of the possible tax benefits mentioned in paragraph 7 below, the Board hopes that being admitted to AIM may make the Company's Ordinary Shares more attractive to retail investors.

If the Resolutions are not approved by Shareholders the Group intends to continue to execute its stated strategy in the broadcast and surveillance markets but may be forced to do so at a much slower pace, with individual acquisitions having to be put separately to Shareholders for their approval due to their size as required by the Listing Rules. Accordingly, the Directors believe that the proposed move to AIM will improve the Company's competitive negotiating position with acquisition counterparties and will enable the Company to move more quickly in effecting acquisitions, to mitigate execution risk for vendors and to significantly reduce its transaction costs.

As the Company's Ordinary Shares are currently listed on the premium segment of the Official List, the Company is subject to a number of regulatory requirements which would not apply were the Delisting and Admission to occur. Please refer to paragraph 6 of this letter for further details on the regulatory consequences of moving to AIM.

3. DETAILS OF THE DELISTING AND ADMISSION

In order to effect the Delisting and Admission, the Company will require, inter alia, Shareholder approval of the Delisting Resolution at the General Meeting. The Delisting Resolution, which is set out in the Notice of General Meeting at the end of this document, will authorise the Board to cancel the listing of the Ordinary Shares on the Official List, remove such Ordinary Shares from trading on the Main Market and to apply for admission of the Ordinary Shares to trading on AIM.

Conditional on the Delisting Resolution being approved at the General Meeting, the Company will apply to cancel the listing of the Ordinary Shares on the Official List and to trading on the Main Market and will give 20 Business Days' notice of its intention to seek admission to trading on AIM under AIM's streamlined process for companies that have had their securities traded on an AIM Designated Market (which includes the Official List).

It is anticipated that the last day of dealings in the Ordinary Shares on the Main Market will be Friday 17 January 2014. Cancellation of the listing of the Ordinary Shares on the Official List will take effect at 8.00 a.m. on Monday 20 January 2014, being not less than 20 Business Days from the passing of the Delisting Resolution. Admission is expected to take place, and dealings in the Ordinary Shares are expected to commence on AIM, at 8.00 a.m. on Monday 20 January 2014.

As the Ordinary Shares are currently listed on the premium segment of the Official List, the AIM Rules do not require an admission document to be published by the Company in connection with the Company's admission to trading on AIM. However, subject to the passing of the Delisting Resolution at the General Meeting, the Company will publish an announcement which complies with the requirements of Schedule One to the AIM Rules, comprising information required to be disclosed by companies transferring their securities from the Official List, as an AIM Designated Market, to AIM.

4. PROPOSED DISAPPLICATION OF PRE-EMPTION RIGHTS

If equity shares are to be allotted (or treasury shares sold) for cash, the Act requires that those securities are first offered to a company's existing ordinary shareholders in proportion to the number of ordinary shares held by them and in compliance with certain other technical requirements of the Act. These are known as existing shareholders' pre-emption rights. However, it may sometimes be in the interests of the Company for the Directors to allot shares or sell treasury shares for cash other than to existing Shareholders in proportion to their existing holdings. At the Company's annual general meeting held on 22 May 2013, the Directors were, as in previous years and in accordance with market practice, granted authority to allot equity securities for cash without first offering them to existing Shareholders in compliance with the statutory pre-emption rights set out in the Act. This authority is limited to issues of Ordinary Shares for cash either (i) by way of a rights issue or other pre-emptive issue to holders of equity securities or (ii) other than by way of a pre-emptive issue up to an aggregate nominal amount of £142,378, representing 5,695,120 new Ordinary Shares and equivalent to 5 per cent. of the current issued ordinary share capital of the Company. At the same time, the Company confirmed that the Board did not intend to issue new shares equivalent to more than 7.5 per cent. of the issued ordinary share capital of the Company for cash on a non-pre-emptive basis in any rolling three year period without prior consultation with Shareholders and the Investment Committees of the Association of British Insurers and the National Association of Pension Funds. These limits were in line with the Pre-emption Group's statement of principles supported by institutional investors including the Association of British Insurers, the National Association of Pension Funds and the Investment Management Association and which are applicable to and specifically targeted at companies with a premium listing on the Official List.

The Pre-emption Group's statement of principles are not specifically targeted at companies admitted to trading on AIM and it is generally recognised that AIM-listed companies require greater flexibility to issue shares on a non-pre-emptive basis. After careful consideration, the Board believes that, following Admission, a 5 per cent. limit on the issue of new Ordinary Shares for cash on a non-pre-emptive basis would be unduly restrictive and would restrict the Company's ability to raise finance from issues of new Ordinary Shares, for example to fund strategic acquisitions should the opportunity and need arise.

The Board believes that a 20 per cent. limit on non-pre-emptive share issues for cash by the Company would, in light of the Group's stated strategy, be more appropriate following Admission, and will be seeking authority for this from Shareholders. Accordingly, Resolution 2 set out in the Notice will be proposed to Shareholders at the General Meeting. This resolution, if passed, will confer on the Board authority to issue new shares (or sell treasury shares) for cash either (i) by way of a rights issue or other pre-emptive issue in favour of holders of equity securities or (ii) other than by way of a pre-emptive issue, limited to an aggregate nominal amount of £569,512, representing 22,780,480 new Ordinary Shares and equivalent to 20 per cent. of the current issued ordinary share capital of the Company at the date of this document. This authority will be conditional on Admission and will be in substitution for the authority granted at the annual general meeting held in May 2013. It will expire at the earlier of the conclusion of the next annual general meeting of the Company to be held in 2014 and 30 June 2014. The Directors confirm that there is no present intention to use this proposed authority.

If Resolution 2 is not passed, or Admission does not occur, then the existing authority to allot shares on a non-pre-emptive basis granted to the Board at the 2013 annual general meeting will continue to apply in accordance with its terms.

5. RISKS ASSOCIATED WITH TRADING ON AIM

Although the Company intends that all of the Ordinary Shares will be admitted to trading on AIM following Delisting, there can be no assurance that an active or liquid trading market for the Ordinary Shares will develop or, if developed, that it will be maintained following Admission. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies and may not provide the liquidity normally associated with the premium segment of the Official List. The Ordinary Shares may, therefore, be difficult to sell compared to the shares of companies listed on the premium segment of the Official List and their market prices may be subject to greater fluctuations than might otherwise be the case. Further, a quotation on AIM will afford shareholders a lower level of regulatory protection than that afforded to shareholders in a company with its shares listed on the premium segment of the Official List.

The future success of AIM and liquidity in the market for the Company's shares cannot be guaranteed. Potential investors and Shareholders should be aware that the value and any income from the Ordinary Shares can go down as well as up and that investment in securities which are traded on AIM might be less realisable and might carry a higher risk than a security listed on the Official List. Liquidity on AIM is currently provided by market makers who are member firms of the London Stock Exchange and are obliged to quote a share price for each company for which they make a market between 8.00 a.m. and 4.30 p.m. on Business Days. The Directors believe that AIM has demonstrated that it can provide a liquid trading platform for shares.

There is no guarantee that the Company will be successful in achieving admission to AIM or that there will not be a period during which the Ordinary Shares will not be admitted to trading on an exchange. If the Ordinary Shares are not admitted to trading on an exchange, the ability to buy and sell shares in the Company could be materially restricted.

6. CONSEQUENCES OF THE MOVE TO AIM

Following Admission, the Company will be subject to the AIM Rules. Shareholders should note that AIM is self-regulated and the protections afforded to investors in AIM companies are less rigorous than those afforded to investors in companies listed on the premium segment of the Official List.

While for the most part the obligations of a company whose shares are traded on AIM are similar to those of companies whose shares are listed on the premium segment of the Official List, there are certain exceptions, including those referred to below:-

• Under the AIM Rules, prior shareholder approval is only required for: (i) reverse takeovers (being an acquisition or acquisitions in a twelve month period which would: (a) exceed 100 per cent. in any one or more of various comparative class tests; or (b) result in a fundamental change in the Company's business, board or voting control); or (ii) disposals which, when aggregated with any other disposals over the previous twelve months, would result in a fundamental change of business (being disposals that exceed 75 per cent. in any one or more of various comparative class tests). Under the Listing Rules, a more extensive range of transactions, including certain related party transactions, are conditional on shareholder approval and require publication of a detailed circular.
• Under the Listing Rules, a company is required to appoint a 'sponsor' for the purposes of certain corporate transactions, such as when undertaking a large transaction or capital raising. The responsibilities of the sponsor include providing assurance to the FCA when required that the responsibilities of the listed company have been met.
• Corporate transactions on the premium segment of the Official List often require approval of shareholders and the engagement of a sponsor to oversee the process and liaise with the FCA. In particular, on a proposed acquisition, where the size of the target represents 25 per cent. or more of the listed company on the basis of certain comparative tests (for example, consideration for the acquisition as a percentage of the market capitalisation of all the ordinary shares of the listed company) a circular to shareholders is required explaining the transaction and seeking the consent of shareholders. For the Company, such transactions may result in significant additional complexity and large transaction costs to meet the requirements of the Listing Rules and, therefore, may prove prohibitive.
• There is no requirement under the AIM Rules for a prospectus or an admission document to be published for further issues of securities to institutional investors, except when seeking admission for a new class of securities or as otherwise required by law.
• Unlike the Listing Rules, the AIM Rules do not specify any required structures or discount limits in relation to further issues of securities.
• Compliance with the UK Corporate Governance Code is not mandatory for companies whose shares are admitted to trading on AIM. The Directors recognise, however, the importance of high standards of corporate governance and, if Admission occurs, intend that the Company will have regard to the

QCA Code on corporate governance. The QCA Code applies key elements of the UK Corporate Governance Code and other relevant guidance to the needs and particular circumstances of small and mid-size quoted companies, including AIM companies, for which the UK Corporate Governance Code may not be entirely relevant due to their size. The Directors will review the Group's corporate governance procedures from time to time having regard to the size, nature and resources of the Company to ensure such procedures are appropriate.

• Certain securities laws will no longer apply to the Company if Admission occurs. This is because AIM is not a regulated market for the purposes of the European Union's directives relating to its securities.
• The ABI Guidelines, which provide guidance on issues such as executive compensation and share-based remuneration, corporate governance, share capital management and the issue and allotment of shares on a pre-emptive or non pre-emptive basis, do not directly apply to companies whose shares are admitted to trading on AIM.
• The AIM Rules require that AIM companies retain a nominated adviser and broker at all times. The nominated adviser has ongoing responsibilities to both the Company and the London Stock Exchange.
• There is no specified requirement for a minimum number of shares in an AIM company to be held in public hands, whereas a company listed on the Official List has to maintain a minimum of 25 per cent. of its issued ordinary share capital in public hands.
• Save in respect of Chapter 5 which relates to significant shareholder notifications, the Disclosure and Transparency Rules will no longer apply to the Company. This is because AIM is not a regulated market for the purposes of the European Union's directives relating to securities.

Following Admission, Ordinary Shares that are held in uncertificated form will continue to be held and dealt through CREST. Share certificates representing those Ordinary Shares held in certificated form will continue to be valid and no new certificates will be issued in respect of such Ordinary Shares.

In addition, the City Code on Takeovers and Mergers will continue to apply to the Company following Admission, as the Company is managed and controlled within, and its registered office is located in, the UK.

The Board does not envisage that there will be any significant alteration to the standards of reporting and governance which the Company currently maintains. The Company will maintain its Audit, Nomination and Remuneration Committees which will be subject to the same terms and conditions.

It is emphasised that the Delisting and subsequent Admission will have no impact on the assets and liabilities of the Group and it will continue to have the same business and operations following Admission.

7. TAXATION

Shareholders and prospective investors should consult their own professional advisers on whether an investment in an AIM security is suitable for them. Companies whose shares trade on AIM are deemed to be unlisted for the purposes of certain areas of UK taxation. Following the Delisting and Admission, individuals who hold Ordinary Shares may, after two years, therefore be eligible for certain inheritance tax benefits, such as inheritance tax business property relief. Shareholders and prospective investors should also note that, since 5 August 2013, shares traded on AIM can be held in ISAs, and that from April 2014 stamp duty on purchases of shares listed on AIM is due to be abolished.

The comments on the tax implications described in this document are based on the Directors' current understanding of tax law and practice, are not tailored to any individual circumstances and are primarily directed at individuals who are UK resident and domiciled. Tax rules can change and the precise tax implications for you will depend on your particular circumstances. If you are in any doubt as to your tax position, you should consult your own independent professional adviser.

8. GENERAL MEETING

Set out at the end of this document is a notice convening the General Meeting of the Company to be held at 3:00 p.m. on Tuesday 17 December 2013 at the offices of N+1 Singer, One Bartholomew Lane, London EC2N 2AX, at which the Resolutions (summarised below) will be proposed:

• (i) as a special resolution, to authorise the Directors to cancel the listing of the Ordinary Shares on the Official List and to remove such Ordinary Shares from trading on the London Stock Exchange's Main Market and to apply for admission of the Ordinary Shares to trading on AIM; and
• (ii) as a special resolution, conditional on the passing of the Delisting Resolution and on Admission, to give the Directors power under sections 570 and 573 of the Act to issue new equity shares (or sell treasury shares) for cash either (i) by way of a rights issue or other pre-emptive offer to Shareholders or (ii) otherwise up to an aggregate nominal amount of £569,512, representing 22,780,480 new Ordinary Shares and equivalent to 20 per cent. of the current issued ordinary share capital of the Company at the date of this document.

9. ACTIONS TO BE TAKEN IN RESPECT OF THE GENERAL MEETING

Please check that you have received a Form of Proxy for use in respect of the General Meeting with this document.

Whether or not you propose to attend the General Meeting in person, you are strongly encouraged to complete, sign and return your Form of Proxy in accordance with the instructions printed thereon as soon as possible, but in any event so as to be received, by post or, during normal business hours only, by hand, by the Company's Registrars at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, by no later than 3:00 p.m. on 15 December 2013 (or, in the case of an adjournment of the General Meeting, not later than 48 hours before the time fixed for the holding of the adjourned meeting). If you are posting your completed Form of Proxy in the UK you may do so using the reply-paid envelope provided with the Form of Proxy.

Alternatively, you can submit your proxy appointment(s) electronically at www.eproxyappointment.com by following the instructions on that website. To do so you will be asked to enter the Control Number, the Shareholder Reference Number (SRN) and PIN shown on the Form of Proxy enclosed and agree to certain terms and conditions. Electronic proxy appointments must be received by 3:00 p.m. on 15 December 2013 (or, in the case of an adjournment of the General Meeting, not later than 48 hours before the time fixed for the holding of the adjourned meeting).

If you hold your Ordinary Shares in the Company in uncertificated form (that is, in CREST) you may appoint a proxy or proxies using the CREST electronic proxy appointment service in accordance with the procedures set out in the CREST Manual (please also refer to the accompanying notes to the Notice of General Meeting set out at the end of this document). Proxies submitted via CREST must be received by the Company's agent (ID 3RA50) by no later than 3:00 p.m. on 15 December 2013 (or, in the case of an adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting).

Appointing a proxy in accordance with the instructions set out above will enable your vote to be counted at the General Meeting in the event of your absence. The completion and return of the Form of Proxy, the submission of an electronic proxy appointment via the Registrars' website www.eproxyappointment.com or the use of the CREST electronic proxy appointment service will not prevent you from attending and voting at the General Meeting, or any adjournment thereof, in person should you wish to do so.

10. RECOMMENDATION

The Board believes that the Delisting, Admission, the Pre-emption Rights Disapplication and the Resolutions are in the best interests of the Company and Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting, as the Directors intend to do in respect of their own beneficial holdings amounting, in aggregate, to 1,581,088 Ordinary Shares and representing approximately 1.39 per cent. of the Company's current issued share capital.

Yours sincerely

John Hawkins Executive Chairman for and on behalf of Vislink plc

DEFINITIONS

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

"ABI Guidelines"	the guidelines issued by the Association of British Insurers and other members of the Institutional Shareholders Committee, from time to time
"Act"	the Companies Act 2006 (as amended)
"Admission"	the admission of the issued and to be issued Ordinary Shares to trading on AIM
"AIM"	AIM, a market operated by the London Stock Exchange
"AIM Designated Market"	a market whose name appears in the latest publication by the London Stock Exchange of the document entitled "The AIM Designated Market Route"
"AIM Rules"	the AIM Rules for Companies published by the London Stock Exchange from time to time
"Board" or "Directors"	the directors of the Company whose names are set out on page 5 of this document
"Business Day"	any day on which banks are generally open in England and Wales for the transaction of sterling business, other than a Saturday, Sunday or public holiday
"certificated" or "in certificated form"	a share or other security not held in uncertificated form (i.e. not in CREST)
"Company"	Vislink plc
"CREST"	the UK-based system for the paperless settlement of trades in listed securities, of which Euroclear is the operator in accordance with the CREST Regulations
"CREST Manual"	the manual, as amended from time to time, produced by Euroclear describing the CREST system, and supplied by Euroclear to users and participants thereof
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001/3755) as amended from time to time
"Delisting"	the cancellation of the listing of the Ordinary Shares on the premium segment of the Official List and of the admission of the Ordinary Shares to trading on the Main Market
"Delisting Resolution"	resolution number 1 to be proposed at the General Meeting, as set out in the Notice of General Meeting, to give the Directors authority to effect the Delisting and apply for Admission
"Disclosure and Transparency Rules" or "DTR"	the Disclosure Rules and Transparency Rules made by the FCA in exercise of its functions as competent authority pursuant to Part VI of FSMA, as amended from time to time

"Financial Conduct Authority" or "FCA"	the Financial Conduct Authority in its capacity as the competent authority for the purposes of Part VI of FSMA and in the exercise of its functions in respect of admission to the premium segment of the Official List
"Form of Proxy"	the enclosed form of proxy for use by Shareholders in connection with the General Meeting
"FSMA"	the Financial Services and Markets Act 2000 (as amended)
"General Meeting"	the general meeting of the Company convened for 3:00 p.m. on 17 December 2013 at the offices of N+1 Singer, One Bartholomew Lane, London EC2N 2AX, notice of which is set out at the end of this document
"Group"	the Company and its consolidated subsidiaries and subsidiary undertakings
"Listing Rules"	the Listing Rules made by the FCA in exercise of its function as competent authority pursuant to Part VI of FSMA, as amended from time to time
"London Stock Exchange"	London Stock Exchange plc
"Main Market"	the London Stock Exchange's main market for listed securities
"N+1 Singer"	Nplus1 Singer Advisory LLP, the Company's nominated adviser and broker in connection with Admission, trading as "N+1 Singer"
"Notice" or "Notice of General Meeting"	the notice of the General Meeting set out at the end of this document
"Official List"	the Official List of the Financial Conduct Authority
"Ordinary Shares"	the ordinary shares of 2.5 pence each in the share capital of the Company
"Pre-emption Rights Disapplication"	the proposed waiver of statutory pre-emption rights otherwise applicable on the allotment of equity securities by the Company for cash, authority for which is proposed to be granted to the Board by resolution number 2 set out in the Notice of General Meeting
"QCA Code"	the Corporate Governance Code for Small and Mid-Size Quoted Companies, issued by the Quoted Companies Alliance in May 2013, as amended from time to time
"Registrars"	Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY
"Resolutions"	the resolutions to be proposed at the General Meeting, as set out in the Notice of General Meeting
"Shareholders"	holders of Ordinary Shares
"UK Corporate Governance Code"	the UK Corporate Governance Code issued by the Financial Reporting Council in September 2012, as amended from time to time
"uncertificated" or "in uncertificated form"	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 CREST Regulations, may be transferred by means of CREST
"United Kingdom" or "UK"	the United Kingdom of Great Britain and Northern Ireland

NOTICE OF GENERAL MEETING

VISLINK PLC

(incorporated and registered in England and Wales with registered number 04082188)

NOTICE is hereby given that a General Meeting of Vislink plc (the "Company") will be held at the offices of N+1 Singer, One Bartholomew Lane, London EC2N 2AX on Tuesday 17 December 2013 at 3:00 p.m. for the purpose of considering and, if thought fit, passing the following resolutions which will be proposed as special resolutions:

SPECIAL RESOLUTIONS

• 1. THAT the directors of the Company be and are hereby authorised to cancel the listing of the 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.
• 1. THAT, conditional upon the passing of resolution 1 set out in the notice of this meeting and on 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 regulatory body or stock exchange or any other matter; and
• (b) the allotment (otherwise than under paragraph (a) above) of equity securities, up to an 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.

By order of the Board Registered office:

Ian Davies Charnham Lane Company Secretary Hungerford

Marlborough House Berkshire RG17 0EY

Date: 29 November 2013

Notes:

• 1. A member entitled to attend and vote at the General Meeting convened by the above Notice of General Meeting is entitled to appoint a proxy or proxies to exercise all or any of the rights of the member to attend and speak and vote on his behalf. A proxy need not be a member of the Company. 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. Details of how to appoint the Chairman of the Meeting or another person as your proxy using the Form of Proxy are set out in the notes to the Form of Proxy enclosed with this Notice of General Meeting. If you wish your proxy to speak on your behalf at the Meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them. Appointment of a proxy will not preclude a member from attending and voting in person at the Meeting.
• 1. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. If a voting indication is given, your proxy will be legally obliged to vote in accordance with that indication. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Meeting.
• 1. If you wish to attend the Meeting in person, please arrive at the venue for the Meeting by 2:45 p.m. Please bring the attendance card attached to the Form of Proxy which accompanies this Notice of Meeting with you to the Meeting, to enable Computershare Investor Services PLC to register your attendance. Shareholders who have queries regarding special access or other requirements should contact the Company Secretary by post at the Company's registered office noted above or by phone on +44 (0)1488 68 55 00.
• 1. To appoint a proxy or proxies you may:
• 4.1 use the Form of Proxy enclosed with this Notice of General Meeting. To be valid, the Form of Proxy, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of the same, must be received by post or (during normal business hours only) by hand at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, in each case no later than 3:00 p.m. on 15 December 2013 (or, in the case of an adjournment of the General Meeting, not later than 48 hours before the time fixed for the holding of the adjourned meeting); or
• 4.2 submit your appointment electronically at www.eproxyappointment.com by following the instructions on the website. To use the www.eproxyappointment.com website you will need the Control Number, the Shareholder Reference Number (SRN) and PIN shown on the Form of Proxy enclosed and to agree to certain terms and conditions. Electronic proxy appointments must be received by 3:00 p.m. on 15 December 2013 (or, in the case of an adjournment of the General Meeting, not later than 48 hours before the time fixed for the holding of the adjourned meeting); or
• 4.3 if you hold your ordinary shares in uncertificated form, use the CREST electronic proxy appointment service as described in note 9 below.
• 1. A Form of Proxy which may be used to make such an appointment and give proxy instructions accompanies this Notice of Meeting. If you do not have a proxy form and believe that you should have one, or if you require additional forms, please contact Computershare Investor Services PLC on +44 (0)870 703 6270 (lines are open 9.00 a.m. to 5.30 p.m. (UK time) Monday to Friday). Should you wish to appoint more than one proxy, please photocopy the form indicating on each copy the name of the proxy you wish to appoint, the number of ordinary shares in respect of which the proxy is appointed and the way in which you wish them to vote on the resolutions that are proposed. You should send all pages to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY.
• 1. If you submit more than one valid proxy appointment in respect of the same share or shares, the appointment received last before the latest time for the receipt of proxies will take precedence.
• 1. If you are a person who has been nominated under section 146 of the Companies Act 2006 to enjoy information rights (a "Nominated Person") you may, under an agreement between you and the member of the Company who has nominated you, have a right to be appointed (or have someone else appointed) as a proxy for the Meeting. If you do not have such a proxy appointment right, or you do but do not wish to exercise it, you may have a right to give instructions to the member who has appointed you as to the exercise of voting rights. Nominated Persons are advised to contact the member who nominated them for further information on this.
• 1. If you are a Nominated Person, the statements of the rights of members in relation to the appointment of proxies in notes 1 to 6 above do not apply. The rights described in these notes can only be exercised by registered members of the Company.
• 1. CREST members who wish to appoint a proxy or proxies by using 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 (available at www.euroclear.com/CREST). 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.

In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications 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 is an amendment to the instruction given to a previously appointed proxy, must be transmitted so as to be received by the issuer's agent (ID 3RA50), by 3:00 p.m. on 15 December 2013 (or, in the case of an adjournment of the General Meeting, not later than 48 hours before the time fixed for the holding of the adjourned meeting). 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.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland Limited 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 providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

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. To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also applies in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.
• 1. A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share.
• 1. Any member or his proxy attending the General Meeting has the right to ask any question at the General Meeting relating to the business of the General Meeting. The Company must cause to be answered any such question relating to the business dealt with at the Meeting but no such answer need 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. Pursuant to section 360B of the Companies Act 2006 and Regulation 41 of the Uncertificated Securities Regulations 2001 (as amended), only shareholders registered in the register of members of the Company as at 6.00 p.m. on 13 December 2013 shall be entitled to attend and vote at the General Meeting in respect of the number of shares registered in their name at such time. If the General Meeting is adjourned, the time by which a person must be entered on the register of members of the Company in order to have the right to attend and vote at the adjourned General Meeting is 6.00 p.m. on the day falling two days prior to the date fixed for the adjourned General Meeting (excluding any part of a day that is not a business day). Changes to the register of members after the relevant times shall be disregarded in determining the rights of any person to attend and vote at the General Meeting.
• 1. In the case of joint holders, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the relevant joint holding.
• 1. As at close of business on 28 November 2013 (being the last business day prior to the publication of this Notice of General Meeting) the Company's issued share capital consists of 113,902,230 ordinary shares of 2.5 pence each, carrying one vote each. Therefore, the total voting rights in the Company as at 28 November 2013 are 113,902,230. The Company does not currently hold any shares as treasury shares.
• 1. A copy of this Notice, and other information required by section 311A of the Companies Act 2006, can be found at www.vislink.com.
• 1. You may not use any electronic address provided in this Notice or in any related documents (including the Chairman's letter and Form of Proxy) to communicate with the Company for any purposes other than those expressly stated.
• 1. Your personal data includes all data provided by you, or on your behalf, which relates to you as a shareholder, including your name and contact details, the votes you cast and your Shareholder Reference Number (attributed to you by the Company). The Company determines the purposes for which and the manner in which your personal data is to be processed. The Company and any third party to which it discloses the data (including the Company's registrars) may process your personal data for the purposes of compiling and updating the Company's records, fulfilling its legal obligations and processing the shareholder rights you exercise.

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