NOTICE OF 

ANNUAL GENERAL MEETING 2020

NOTICE IS HEREBY GIVEN THAT ANNUAL GENERAL MEETING OF THE SHAREHOLDERS OF VERTU CAPITAL LIMITED (THE "COMPANY") WILL BE HELD AT  SUITE A-02-02 EMPIRE OFFICE TOWER, JALAN SS16/1, 47500, SUBANG JAYA, SELANGOR, MALAYSIA  ON 24TH DAY OF SEPTEMBER 2020 AT 4 P.M. MALAYSIA TIME, 9 A.M. BST, TO PROPOSE THE RESOLUTIONS SET OUT BELOW.

Copies of the Company's Audited Financial Statements, together with the Reports of the Directors and the Auditor, for the year ended 31 December 2019 can be obtained at the "Investor Relations" tab of the Company's website, www.vertucapitalco.uk.

ORDINARY RESOLUTIONS:

As ordinary business to consider and, if thought fit, to pass the following resolutions, each of which will be proposed as an Ordinary Resolution:

1.    That the Company's Audited Financial Statements, together with the Reports of the Directors and the Auditor, for the year ended 31 December 2019 be received, considered and approved;

2.   That Du Kiat Wai William), who shall retire from the Board by rotation, be re-appointed as a Director of the Company;

3.   That Simon Retter , who shall retire from the Board by rotation, be re-appointed as a Director of the Company;

4.   That Shunita Maghji , who shall retire from the Board by rotation, be re-appointed as a Director of the Company;

5.   That Crowe U.K. LLP be re-appointed as auditor of the Company to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting at which accounts are laid before the Company;

BY ORDER OF THE BOARD

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DIRECTOR

DU KIAT WAI (WILLIAM)

Dated 1st September 2020

NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING:   

1.          As a member of the company, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the meeting and you should have received a proxy form with this notice of meeting.  You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.

2.         A proxy does not need to be a member of the company but must attend the meeting to represent you.  Details of how to appoint the chairman of the meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form.  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.

3.         You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares.  You may not appoint more than one proxy to exercise rights attached to any one share.  To appoint more than one proxy you must specify the proportion of shareholdings (expressed as a percentage of the whole) to be represented by each proxy.  If no proportion of shareholdings is specified, the proxy whose name appears first shall be deemed to carry 100 per cent of the shareholding of his appointer and the proxy whose name appears second shall be deemed to be appointed in the alternate.

4.         If you do not give your proxy an indication of how to vote on any resolution, your proxy will vote or abstain from voting at his or her discretion.  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.

APPOINTMENT OF PROXY

5.         The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote.

6.         To appoint a proxy using the proxy form, the form must be:

(a) Completed and signed;

(b) Received by the company at Suite A-02-02 Empire Office Tower, Jalan SS16/1, 47500, Subang Jaya, Selangor, Malaysia no later than 4.00 pm (Malaysia time) on 21 September 2020, being three (3) business days prior to the time for the holding of the meeting.

(c) received via email at agm2020@vertucapital.co.uk no later than 4.00 pm (Malaysia time) on 21 September 2020, being three (3) business days prior to the time for the holding of the meeting

7.         In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.

8.         A duly certified copy of any power of attorney or any other authority under which the proxy form is signed must be included together with the proxy form and received by the company.

CHANGING PROXY INSTRUCTIONS

9.         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 apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.

10.       Where you have appointed a proxy and would like to change the instructions, please contact agm2020@vertucapital.co.uk 

11.        If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

TERMINATION OF PROXY APPOINTMENT

12.        In order to revoke a proxy instruction you will need to inform the company by sending a signed notice to the board of directors, Vertu Capital Limited, suite A-02-02 Empire Office Tower, Jalan SS16/1, 47500, Subang Jaya, Selangor, Malaysia clearly stating your intention to revoke your proxy appointment.  In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.  A duly certified copy of any power of attorney or any other authority under which the revocation notice is signed must be included with the revocation notice to the company.

13.        The revocation notice must be received by the company no later than 4.00 pm on 21 September 2020, being three (3) business days prior to the time for the holding of the meeting.

14.       If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your proxy appointment will remain valid.

15.        Appointment of a proxy does not preclude you from attending the meeting and voting in person.  If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.

COMMUNICATION

16.       Except as provided above, members who have general queries about the meeting should contact Mr William Du at agm2020@vertucapital.co.uk (no other methods of communication will be accepted).