Notice of annual general meeting

PEERTV PLC

("PeerTV" or "the Company")

Notice of annual general meeting

Notice is given that the annual general meeting of the members of the Company will be held at the offices of haysmacintyre, 26 Red Lion Square, London WC1R 4AG, Monday 28 July 2014 at 10:30 a.m. to consider and if thought fit to pass the following resolutions, of which resolutions 1 to 6 (inclusive) will be proposed as ordinary resolutions and resolutions 7 to 9 (inclusive) will be proposed as special resolutions.

Ordinary Business

Ordinary Resolutions:

1. To receive and adopt the accounts, the directors' report and the auditors' report for the year ended 31 December 2013.

2. To re-elect Neville Ossip Weitzman as a director who is retiring in accordance with article 26.1 of the Articles and being eligible, offers himself for re-election.

3. To re-appoint haysmacintyre as auditor to hold office until the conclusion of the next annual general meeting, and to authorise the directors to fix the remuneration of the auditor.

4. That in substitution for all existing unexercised authorities, the directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 ("the Act") to exercise all the powers of the Company to allot shares in the Company or to grant rights to subscribe for Ordinary Shares in the Company up to an aggregate nominal amount of £1,284,131.21 during the period from the date of the passing of this resolution and expiring on the date of the next annual general meeting or 15 months from the date of this resolution, whichever is earlier, but so that this authority shall allow the Company to make offers or agreements before the expiry of this authority which would, or might, require shares to be allotted or rights to subscribe for or convert security into shares to be granted after such expiry.

5. That the directors be additionally authorised in accordance with section 551 of the Act to exercise all the powers of the Company to allot shares in the Company up to an aggregate nominal amount of £750,000.00 upon the exercise of any warrants currently unexpired and in issue which at the date of this Notice equals £523,750.00 in nominal value of Ordinary Shares and the balance of the aggregate nominal amount of this authority may be used by the directors in issuing further warrants and allotting shares upon any exercise of any such warrants issued provided that:

(i) the amount of this authority shall be diminished by the amount of any warrants that shall have lapsed (unless such warrants are renewed or replaced during the currency of this authority); and

(ii) unless previously revoked, varied or renewed by ordinary resolution of the members of the Company in general meeting, this authority shall expire upon the fifth anniversary of the date of the passing of this resolution. 

6. That the directors be further authorised in accordance with section 551 of the Act to exercise all the powers of the Company to allot shares in the Company up to an aggregate nominal amount of £1,150,000.00 upon the conversion of any of the Loan Notes in issue in the Company pursuant to the conversion mechanism approved by the holders of Loan Notes at a separate reconvened class meeting of the Loan Noteholders held on 23 December 2013.

Special Business

Special Resolutions:

7. That the directors be authorised pursuant to section 570 of the Act to allot equity securities, as defined in section 560 of the Act, as if section 561(1) of the Act did not apply to any such allotment, provided that this power shall be limited to the allotment or allotments of equity securities made in respect of any of the following circumstances:

(a) in connection with or the subject of an offer or invitation, open for acceptance for a period fixed by the directors, by way of rights or open offer to holders of ordinary shares and such other equity securities of the Company as the directors may determine on the register on a fixed record date in proportion (as nearly as may be) to their respective holdings of such securities or in accordance with the rights attached thereto (including equity securities which, in connection with such offer or invitation, are the subject of such exclusions or other arrangements as the directors may deem necessary or expedient to deal with fractional entitlements that would otherwise arise or with legal or practical problems under the laws of, or the requirements of any recognised regulatory body or any stock exchange in any territory or otherwise howsoever); or

(b) otherwise than pursuant to sub-paragraph (a) above, in respect of equity securities up to an aggregate nominal value of £911,872.18

and shall, expire on the date of the next annual general meeting of the Company or 15 months from the date of this resolution, whichever is earlier, except that the Company may before such expiry make offers or agreements which would or might require equity securities to be allotted after such expiry, and notwithstanding such expiry, the directors may allot equity securities in pursuance of such offers or agreements as if the power hereby conferred had not expired.

8. That the directors be additionally authorised pursuant to section 570 of the Act to allot equity securities, as defined in section 560 of the Act, up to an aggregate nominal value of £750,000.00 as if section 561(1) of the Act did not apply to any such allotment, provided that this power shall be limited to the allotment or allotments of equity securities made in respect of any exercise of warrants to subscribe for Ordinary Shares, and that, unless previously revoked, varied or renewed by ordinary resolution of the members of the Company in general meeting, this authority shall expire upon the fifth anniversary of the date of the passing of this resolution.

9. That the directors be further authorised pursuant to section 570 of the Act to allot equity securities, as defined in section 560 of the Act, up to an aggregate nominal value of £1,150,000.00 as if section 561(1) of the Act did not apply to any such allotment, provided that this power shall be limited to the conversion of Loan Notes into Ordinary Shares, and that, unless previously revoked, varied or renewed by ordinary resolution of the members of the Company in general meeting, this authority shall expire upon the fifth anniversary of the date of the passing of this resolution.

Further enquiries:

PeerTV Plc

Eitan Yanuv, Chairman

+972 974 07315

Daniel Stewart & Company

Antony Legge / David Coffman

+44(0)20 7776 6550