Notice of GM and Issue of Equity

11 April 2014

PeerTV PLC

("PeerTV" or the "Company")

Notice of General Meeting

Issue of Equity

Total Voting Rights

The Company has sent a circular to shareholders ("Circular") convening a General Meeting of the Company at 10.00 am on 28 April 2014 ("General Meeting") at the offices of haysmacintyre LLP, 26 Red Lion Square, London WC1R 4AG, to consider and, if thought fit, pass resolutions that, inter alia, ratify previous issues of shares and grant the authorities to directors to issue further new shares in the Company. A summary of the circular and the notice of general meeting ("Notice of GM") are set out below.

Ratification of Historic Share Issues

Since the last Annual General Meeting of the Company on 22 July 2013 ("Annual General Meeting"), the Company has issued 68,190,833 new ordinary shares of 0.5p each ("Ordinary Shares") to raise over £1.3 million of additional capital and to strengthen the Company's balance sheet.

In addition, further to its previous announcements on 3 February 2014 and 12 February 2014 regarding the current placing being undertaken by the Company (the "Placing"), the Company has received a further £22,000 from investors, for which 2,200,000 Ordinary Shares have been issued, but not yet admitted to AIM.

Unfortunately, due to an administrative error, since 24 October 2013, these share issues have been effected in excess of the share authorities that were granted to the board by the shareholders at the Annual General Meeting. Whilst this has not invalidated the issue of these shares, a general meeting needs to be convened to retrospectively ratify these share issues.

New Issues of Equity

Following the receipt of an additional £12,000 pursuant to the Placing, the Company intends to issue and allot 1,200,000 new Ordinary Shares ("Third Tranche Shares") at a price of 1 penny per Ordinary Share. This would bring the aggregate number of new Ordinary Shares issued pursuant to the Placing to 29,950,000 (the "Placing Shares") and the gross amount received by the Company to £299,500.

As announced on 3 February 2014, each investor in the Placing would also receive an equal number of five year warrants to purchase new Ordinary Shares at a price of 1.5 pence per share ("Warrants"). The Placing Shares and attached Warrants have been placed with private investors.

The Company also intends to issue the following new shares:

i. 56,743 new Ordinary Shares in lieu of interest payable to several holders of secured loan notes issued by the company's subsidiary Digitek SMT Assemblies at a price of 1 pence per new Ordinary Share ("Loan Shares");

ii. 1,500,000 new Ordinary Shares in settlement of fees in respect of guarantees provided by third parties at a price of 1 penny per new Ordinary Shares ("Guarantee Shares");

iii. 80,000 new Ordinary Shares in lieu of payment of outstanding fees to advisers at a price of 1.25 pence per new Ordinary Share ("Fee Shares");

iv. 2,609,370 new Ordinary Shares in settlement of interest for a loan that currently stands at approximately £250,000 from CSS Alpha (BVI) Limited (the "CSS Loan") at an average price of 1.32 pence per new Ordinary Share ("Interest Shares")

v. 10,000,000 new Ordinary Shares at a price of 1 penny per new Ordinary Share to repay £100,000 of the CSS Loan ("Repayment Shares"). The outstanding balance of the CSS Loan would then stand at approximately £150,000.

There are also three historic occasions, as set out below, on which the directors had agreed to issue equity, but on which Ordinary Shares were not issued. The Company now intends to issue shares as necessary to meet these arrangements:

a. In January 2012, as part of a loan to the Company, it was agreed that £40,000 of shares were to be issued to a private lender, payable via the issue of 354,610 Ordinary Shares, at a price of 11.3 pence per share ("January 2012 Shares");

b. In April 2013, as payment of adviser fees of approximately £62,300, payable via the issue of 1,597,417 Ordinary Shares at a price of 3.9 pence each ("April 2013 Shares"); and

c. In May 2013, the Company also proposed to issue 1,063,635 Ordinary Shares, at a price of 10 pence per share, in exchange for approximately £106,000 of funds raised as part of a placing ("May 2013 Shares").

The Third Tranche Shares, Loan Shares, Fee Shares, Guarantee Shares, Interest Shares, Repayment Shares, January 2012 Shares, April 2013 Shares and May 2013 Shares amounts to 18,461,775 new Ordinary Shares in aggregate (together these are the "New Ordinary Shares").

The issue of the New Ordinary Shares is dependent upon the passing of Resolutions 2, 3 and 4 at the General Meeting, further details of which are set out the Notice of GM.

New Share Authorities

Our business prospects are improving and the directors anticipate that it will be necessary to raise additional capital, through the further issue of shares, in the near future. This will provide working capital and support investment in marketing to take advantage of market conditions.

Resolutions 3 and 4 to be proposed at the General Meeting, further details of which are set out in the Notice of GM, will enable the Directors to issue and allot a further 129,538,225 new Ordinary Shares ("Share Authorities"), in addition to the New Ordinary Shares described above. The Share Authorities will represent approximately 79% of the share capital of the Company as enlarged by the issue of the New Ordinary Shares.

It must be emphasised that shareholders will continue to be protected by the setting of an authority to allot shares and waiver of pre-emption rights at each subsequent annual general meeting.

Correction of Current Voting Rights

The Company announced on 28 February 2014 that its issued share capital consisted of 147,082,073 Ordinary Shares, when that figure should have been 146,023,665. Further, currently only 141,879,138 Ordinary Shares have been admitted to trading on AIM. Accordingly, application has been made for an additional 4,144,527 shares to be admitted to trading on AIM which is expected to occur on 15 April 2014.

Following this, the Company will have in issue 146,023,665Ordinary Shares. The Company does not hold any Ordinary Shares in treasury. Therefore the total number of Ordinary Shares with voting rights in the Company will be 146,023,665. This figure may be used by Shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company.

Admission of Shares to AIM

Application will also be made for the New Ordinary Shares to be admitted to trading on AIM and admission of these shares is expected to occur on 29 April 2014.

Following admission of the New Ordinary Shares, the Company will have in issue 164,485,440 Ordinary Shares. The Company does not hold any Ordinary Shares in treasury. Therefore the total number of Ordinary Shares with voting rights in the Company will be 164,485,440. This figure may be used by Shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company.

Notice of General Meeting

The following resolutions will be proposed at the General Meeting:

Special resolution 1: Ratification of previous allotments of Ordinary Shares

This resolution will ratify the shares previously issued and allotted in excess of the authorities granted at the Company's previous Annual General Meeting.

Special resolution 2: Amendment of the Company's Articles of Association

This resolution removes the Company's Authorised Share Capital limit, by amending the Company's Articles of Association so that they no longer contain any restriction with respect to the maximum share capital which may be allowed.

Ordinary resolution 3: Grant of authority to the Directors to allot Ordinary Shares

This resolution deals with the Directors' authority to allot Relevant Securities in accordance with section 551 of the Act. This resolution will, if passed, authorise the directors to allot securities up to a maximum nominal amount of £740,000.

This authority will expire on the date of the next annual general meeting of the Company or 31 December 2014.

Special resolution 4: Disapplication of statutory pre-emption rights on allotment of shares

If the Directors wish to allot unissued shares or other equity securities for cash or sell any shares which the Company may hold in treasury following a purchase of its own shares, the Act requires that such shares or other equity securities are offered first to existing shareholders in proportion to their existing holdings.

This resolution will, if passed, give the Directors power, pursuant to the authority to allot granted by resolution 3, to allot equity securities (as defined by section 560 of the Act) or sell treasury shares for cash without first offering them to existing shareholders in proportion to their existing holdings up to a maximum nominal amount of £740,000 which represents approximately 100% of the Company's issued Ordinary Shares (excluding treasury shares) as at 15 April 2014.

The proposed resolution also disapplies the statutory pre-emption provisions in connection with pre-emptive offers and offers to holders of other equity securities if required by the rights of those securities or as the Directors otherwise consider necessary, and allows the Directors, in the case of any such offer, to make arrangements in relation to fractional entitlements or other legal or practical problems which might arise.

The Directors believe this to be desirable by giving the Company flexibility in future funding.

Action to be Taken

Shareholders will find enclosed with the Circular, a Form of Proxy for use at the GM. Whether or not they propose to attend the GM in person, Shareholders are encouraged to complete the Form of Proxy and return it to the offices of the Company's registrars, SLC Registrars, Thames House, Portsmouth Road, Esher, Surrey KT10 9AD or email a scanned copy to [email protected], so as to arrive as soon as possible, but in any event so as to be received no later than 10.00 am on Thursday 24 April 2014. Completion and return of a Form of Proxy will not preclude shareholders from attending and voting at the GM if they wish.

Recommendation

The Directors unanimously recommend that shareholders vote in favour of the Resolutions, as they intend to do in respect of their own shareholdings, which in aggregate total 1,433,622 Ordinary Shares representing approximately 0.97% of the existing issued ordinary share capital of the Company.

Website

The Circular and the Notice of GM are also available to view on the Company's website, www.peertv.com.

Further enquiries:

PeerTV Plc

Eitan Yanuv, Chairman

Tel: +972 974 07315

Daniel Stewart & Company

Antony Legge (Nomad) / Mark Treharne (Broker)

Tel: +44 (0) 20 7776 6550