PTV Peertv

TIDMPTV

RNS Number : 0157O

PeerTV PLC

12 September 2011

12 September 2011

PeerTV PLC

("PeerTV" or "the Company")

Results of AGM

PeerTV (AIM:PTV), a provider of technology solutions for the OTT (TV over the internet) market, announces that at its annual general meeting ("AGM"), held on September 7th 2011, all resolutions regarding the ordinary business of the AGM, resolutions 1-5, were duly passed. The meeting was then adjourned indefinitely. The resolutions regarding the special business, resolutions 6-8 were not passed as they were all conditional on certain resolutions being passed at a separate class meeting of Convertible Preference shareholders. That meeting also was adjourned indefinitely as certain information expected to be posted to convertible preference shareholders could not be sent in time.

The resolutions at the class meeting and the special business at the AGM concerned the conversion of convertible preference shares into ordinary shares. The conversion is in the context of the previously announced contemplated reverse takeover of Digitek Holdings Ltd. by PeerTV PLC (the "Transaction").

Both the class meeting and the AGM are to be reconvened to coincide with a separate general meeting to approve the Transaction. That date has now been set as 28 September 2011.

The shareholder circular, which serves as the Readmission Document for AIM purposes, is to be posted to shareholders and convertible preference shareholders today.

For further information, please refer to the separate announcement released in parallel, which announces the successful fundraise and the timeline for the transaction, including the reconvened AGM and class meeting of holders of the convertible preferred shares.

For reference purposes the resolutions that were put before the AGM are included below.

Further enquiries:

PeerTV Plc

Leon Nahon, Chairman +972 974 07315

Ofer Barda, CEO

Libertas Capital Corporate Finance Limited

Thilo Hoffmann/Andrew McLennan +44 (0) 20 7569 9650

Rivington Street Corporate Finance

Dru Edmonstone +44 (0) 20 7562 3350

Additional information: resolutions put before the AGM of PeerTV on 7 September 2011.

ORDINARY BUSINESS

Ordinary Resolutions

1. To receive and adopt the audited accounts and reports of the directors and auditor thereon in respect of the year ended 31 December 2010.

2. To re-elect to the board Mr Eatamar Drory who retires by rotation and, being eligible, offers himself for re-election.

3. To re-elect to the board Mr Jim McGeever who retires pursuant to article 26.7 of the Articles of Association of the Company and, being eligible, offers himself for re-election.

4. To re-elect to the board Mr Leon Rodolfo Nahon who retires pursuant to article 26.7 of the Articles of Association of the Company and, being eligible, offers himself for re-election.

5. To re-appoint haysmacintyre as auditor to hold office until the conclusion of the general meeting at which accounts are next laid and to authorise the board to fix the remuneration of the auditor.

SPECIAL BUSINESS

Ordinary Resolutions

6. That, conditional on Admission and subject to the prior passing of a resolution by the holders of the convertible preference shares of 0.5p each ("Preference Shares") at a separate class meeting of the holders of such shares, the 4,132,142 Preference Shares in the issued share capital of the Company be converted into 4,132,142 Ordinary Shares of 0.5p each ("Ordinary Shares") plus an additional 2,563,459 Ordinary Shares, which will be shared between the existing convertible preference shareholders appearing in the register at the close of business on the date of this Notice ("Record Date"), as closely as possible to the proportion in which they currently hold convertible preference shares but disregarding fractions.

7. That, conditional on Resolution 6 being passed and for the purposes of that Resolution, the sum of GBP12,817.29 standing to the credit of the Company's share premium account be capitalised and applied in paying up in full at par 2,563,459 Ordinary Shares of 0.5p each to be allotted to the holders of the Preference Shares appearing in the register of members on the Record Date in accordance with the terms of Resolution 6.

Special Resolution

8. That, subject to the passing of Resolution 6, the articles of association of the Company be amended as follows:

8.1 deletion of article 3.1.2;

8.2 deletion of article 4;

8.3 deletion of article 10.6; and

8.4 deletion of all definitions in article 1.1 which are no longer required as a consequence of the amendments set out in resolutions 8.1,8.2 and 8.3.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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