AGM 2020 Notice

THIS DOCUMENT IS IMPORTANT. PLEASE READ IT IMMEDIATELY. If you are in any doubt about the action you should take, you are recommended to consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your shares in Grand Vision Media Holdings Plc, please send this Document together with the accompanying Form of Proxy at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward transmission to the person who now holds the shares.

GRAND VISION MEDIA HOLDINGS PLC Notice of Annual General Meeting and
Authority to Allot Ordinary Shares

Notice of the Annual General Meeting of Grand Vision Media Holdings PLC (the "Company") to be held at 10.00 a.m. on 12 November 2020, at Bracher Rawlins LLP, 77 Kingsway, London WC2B 6SR is set out on pages 5 and 6 of this Document.

A Form of Proxy for use at the Annual General Meeting is enclosed. To be valid the Form of Proxy must be completed in accordance with the instructions set out on it and returned to the Company's registrars, SLC Registrars, Elder House, St Georges Business Park, Brooklands Road, Weybridge, Surrey, KT13 0TS , United Kingdom as soon as possible, but in any event not later than 10.00 a.m. (London time) on 10 November 2020. The completion and depositing of a Form of Proxy will not preclude you from attending and voting in person at the Annual General Meeting should you wish to do so. Your attention is drawn to the notes to the Form of Proxy.

Your attention is also drawn to the letter from the Chairman of the Company which is set out on page 3 of this Document and recommends that you vote in favour of the resolutions to be proposed at the Annual General Meeting.

In accordance with Government legislation and related restrictions in response to COVID-19, and to minimise public health risks, the General Meeting is to be held as a closed meeting unless both the coronavirus (COVID-19) situation and the applicable guidance have changed prior to the date of the meeting. Unless Shareholders are notified otherwise by the Company prior to the date of the General Meeting, the arrangements for the meeting shall be that neither Shareholders, nor their proxies nor corporate representatives will be permitted to attend the meeting in person. As such, Shareholders are strongly encouraged to appoint the Chairman of the General Meeting to act as their proxy as no other person will be permitted to attend the meeting. All resolutions at the AGM will be decided on a poll.

Expected Timetable of Principal Events Definitions
Letter from the Chairman
Notice of Annual General Meeting

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Page Number 2
2
3
5

TABLE OF CONTENTS

Publication of this Document
Latest time and date for receipt of Form of Proxy Annual General Meeting

20 October 2020 10.00 a.m. (London Time) on 10 November 2020 10.00 a.m. (London Time) on 12 November 2020

If any of the details contained in the timetable above should change, the revised times and dates will be notified to Shareholders by means of a Regulatory News Service announcement.

Unless other stated, all references to time in this document are to London time.

DEFINITIONS

The following definitions apply throughout this Document and the accompanying Form of Proxy unless the context requires otherwise:

"Act"
"Annual General Meeting" or "AGM"

"Board" or "Directors"

"Company"
"Form of Proxy" "Ordinary Shares"

"Resolutions" "Shareholders"

Companies Act 2006, as amended

the Annual General Meeting of the Company convened for 10a.m. (London time) on 2 November 2020 to approve the Resolutions, or any adjournment of that meeting

the Directors of the Company, whose names are set out on page 3 of this Document

Grand Vision Media Holdings Plc
the Form of Proxy for use by Shareholders at the AGM

the ordinary shares of 10 pence each in the capital of the Company

the ordinary and special resolutions of the Company set out in the Notice of Meeting on pages 5 and 6

the holders of Ordinary Shares

GA: 2543272_2

GRAND VISION MEDIA HOLDINGS PLC
LETTER FROM THE CHAIRMAN
(incorporated and registered in England and Wales with registered number 10028625)

Registered Office:

Finsgate
5-7 Cranwood Street London EC1V 9EE United Kingdom

Directors:

Jonathan Lo
Ajay Kumar Rajpal Frederick Chua Oon Kian

To the Shareholders

Dear Shareholder

(Executive Director) (Non-Executive Director) (Non-Executive Director)

There is attached to this Document the Notice convening an Annual General Meeting of the Company to be held at the offices of Bracher Rawlins LLP, 77 Kingsway, London WC2B 6SR at 10.00 a.m. on 12 November 2020.

The business of the AGM is set out in the Notice of AGM. The ordinary business of the AGM is the approval of the accounts of the Company for the year ended 31 December 2019, the re-election of Frederick Chua Oon Kian as a director of the Company and the re-appointment of Jeffreys Henry LLP as auditors.

ANNUAL GENERAL MEETING

At the General Meeting, you will be asked to approve by way of ordinary resolutions:

the approval of the accounts of the Company for the year ended 31 December 2019;
the re-election of Frederick Chua Oon Kian, who offers himself for re-election, under the Articles of Association of the Company;

3.
4. the re-appointment of Jeffreys Henry LLP as auditors and to authorise the Directors to fix the auditors’

remuneration.

SPECIAL BUSINESS

It is proposed to grant the Directors authority to allot further Ordinary Shares in accordance with the Act. Resolutions 4 and 5 deal with the proposals.

20 October 2020

Resolution 4 - To authorise the directors pursuant to Section 551 of the Act

The Act requires that the authority of the Directors to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company should be subject to the approval of Shareholders in General Meeting or to an authority set out in the Company’s Articles of Association.

Resolution 4 will be proposed at the AGM, as an ordinary resolution to authorise the Directors to allot unissued shares of the Company up to a total nominal value of £3,000,000, such authority to expire on whichever is the earlier of the conclusion of the annual general meeting of the Company to be held in 2021 or the date falling eighteen months after the passing of this resolution.

Resolution 5 - To disapply the statutory pre-emption rights under Section 561 of the Act
The Act requires that any equity securities issued wholly or partly for cash must be offered to existing Shareholders in proportion to their existing holdings unless otherwise approved by Shareholders in general meeting or excepted under the Company’s Articles of Association. Accordingly, a special resolution (resolution 5) will be proposed at the AGM, subject to the passing of resolution 4, to vary the Directors’ authority to allot equity securities for cash other than on a pro rata basis, provided that the disapplication of the statutory pre- emption rights be limited to the allotment of equity securities up to an aggregate nominal amount of £3,000,000. This authority will expire on the date falling eighteen months after the passing of this resolution or the date of the annual general meeting to be held in 2021, whichever is the earlier.

ACTION TO BE TAKEN

The Form of Proxy for use by Shareholders at the AGM is enclosed with this Document. If you are unable to be present at the AGM, please complete and sign the Form of Proxy and return it to the Company's registrars, SLC Registrars, Elder House, St Georges Business Park, Brooklands Road, Weybridge, Surrey, KT13 0TS , United Kingdom, to be received as soon as possible, but in any event not later than 10 a.m. (London time) on 10 November 2020.

Following current guidance on social distancing, the Company has concluded it will not be possible for shareholders to attend the AGM in person unless both the coronavirus (COVID-19) situation and the applicable guidance have changed by the date of the meeting. The Company will provide any status update on its website www.gvmh.co.uk, but Shareholders should assume that they will not be permitted entry to the building at which the AGM is to take place, or the AGM itself.

You are entitled to appoint a proxy to attend and to exercise all or any of your rights to vote and to speak at the AGM instead of you. However, the completion and return of the Form of Proxy will not prevent you from attending the AGM and voting in person if you wish to do so. Your attention is drawn to the notes to the Form of Proxy.

In light of the Covid-19 pandemic situation, it is currently expected that no shareholders, proxies or corporate representatives will be permitted to attend the AGM in person. Shareholders are therefore urged to appoint the Chairman of the meeting as his or her proxy as no shareholders, proxies or corporate representatives will be permitted to attend the AGM in person.

RECOMMENDATION

The Board believes that the Resolutions being put to the Shareholders as described in this letter are in the best interests of the Company and its members as a whole and are most likely to promote the success of the Company for the benefit of its members as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of the Resolutions to be proposed at the AGM as they intend to do in respect of their own beneficial holdings.

Yours sincerely

Jonathan Lo

Chairman

GRAND VISION MEDIA HOLDINGS PLC (the "Company")

(incorporated and registered in England and Wales with registered number 8000104)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Annual General Meeting of Grand Vision Media Holdings Plc will be held at 10.00 a.m. on 12 November 2020 at the offices of Bracher Rawlins LLP, 77 Kingsway, London WC2B 6SR (the "Meeting") to consider and, if thought fit, to pass the following ordinary and special resolutions of the Company as stated below.

ORDINARY BUSINESS

As ordinary resolutions

To receive and adopt the statement of accounts for the year ended 31 December 2019, together with the reports of the Directors and the auditors thereon.
That Frederick Chua Oon Kian, a Director retiring by rotation who offers himself for re-election under the Articles of Association of the Company be and he is hereby re-elected as a Director of the Company.
To re-appoint Jeffreys Henry LLP, as auditors of the Company and to authorise the Directors to fix their remuneration.

SPECIAL BUSINESS

As an ordinary resolution

4. THAT, in accordance with Section 551 of the Companies Act 2006, the Directors be generally and unconditionally authorised to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company ("Rights") up to a total nominal value of £3,000,000 provided that this authority shall, unless renewed, varied or revoked by the Company, expire on the earlier of the conclusion of the Annual General Meeting of the Company to be held in 2021 or the date falling eighteen months after the passing of this Resolution save that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or Rights to be granted and the Directors may allot shares or grant Rights in pursuance of such offer or agreement notwithstanding that the authority conferred by this Resolution has expired.

This authority is in substitution for all previous authorities conferred on the Directors in accordance with Section 551 of the Companies Act 2006, but without prejudice to any allotment of shares or grant of Rights already made or offered or agreed to be made pursuant to such authorities.

As a special resolution

5. THAT, subject to Resolution 4 being passed, the Directors be and they are hereby empowered (in substitution for and to the exclusion of any other existing powers save to the extent that the same have been previously exercised) pursuant to Section 551 of the Companies Act 2006 to allot equity securities (within the meaning of Section 560 of the Companies Act 2006) of the Company for cash pursuant to the authority conferred on them by Resolution 4 and to allot relevant securities as if Section 561(1) of the Companies Act 2006 did not apply to any such allotment, provided that the disapplication of the statutory pre-emption rights be limited to the allotment of equity securities up to an aggregate nominal amount of £3,000,000.

This power shall (unless previously revoked or varied by the Company in General Meeting) expire eighteen months after the date of the passing of this Resolution or at the conclusion of the Annual General Meeting of the Company to be held in 2021 whichever first occurs save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the power conferred hereby had not expired.

Dated: 20 October 2020

By order of the Board

International Registrars Limited

Company Secretary

Registered office: Finsgate, 5-7 Cranwood Street, London EC1V 9EE, United Kingdom

Covid-19 update - Attendance at meeting

Given current measures around the COVID-19 situation and the desire of the Company to protect the health and safety of Shareholders, the AGM will be run as a virtual meeting.

As shareholders cannot attend in person, the Company encourages all shareholders to vote by submitting a proxy in advance of the AGM. Please fill in the proxy form sent to you with this notice and return it to our registrars as soon as possible. Alternatively, you may submit votes electronically, if you hold your shares in CREST, through the CREST system. The registrars must receive your votes by 10 am (GMT) on 10th November 2020.

Shareholders are therefore requested to submit their votes, in respect of the business to be considered at the AGM, via proxy, as early as possible. Shareholders should appoint the Chairman of the AGM as their proxy. If a shareholder appoints anyone other than the Chairman of the meeting as their proxy, the proxy will not be able to physically attend the AGM and will not be able to vote at the meeting.

Shareholders are entitled to appoint the Chairman as their proxy to exercise all or any of their rights to vote on their behalf at the meeting. A proxy form which may be used to make such appointment and give proxy instructions accompanies this notice. If a shareholder appoints anyone other than the Chairman of the meeting as their proxy, the proxy will not be able to physically attend the AGM and will not be able to vote at the meeting.
To be valid the completed proxy form appointing the Chairman as the proxy must be received by post or (during normal business hours only) by hand at SLC Registrars, Elder House, St Georges Business Park, Brooklands Road, Weybridge, Surrey, KT13 0TS or by scanning a signed copy of the proxy form and emailing this to office@slcregistrars.com, by no later than 10 am (GMT) on 10th November 2020.
To be entitled to vote at the Annual General Meeting (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the Register of Members of the Company at 6.30pm (GMT) on 10th November 2020 (or, in the event of any adjournment, at 6.30 pm (GMT) on the date which is two days before the adjourned meeting). Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
As at 20 October 2020, being the last practicable date prior to issuing this notice, the Company’s issued share capital consists of 96,287,079 ordinary shares of £0.10 each, carrying one vote each.
CREST members who wish to appoint Chairman as their proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual, which can be viewed at www.euroclear.com. 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 or instruction made using the CREST service 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 instruction, 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, in order to be valid, be transmitted so as to be received by the issuer’s agent (ID 7RA01) by 10 am on 10th November 2020. 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 mannerprescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
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, 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 system 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.
Any corporation which is a shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a shareholder provided that they do not do so in relation to the same shares. If a corporate representative is appointed they will not be able to physically attend the AGM and will not be able to vote at the meeting.
A copy of this notice, and other information required by s.311A of the Companies Act 2006, can be found at https:// https://www.gvmh.co.uk/annual-general-meeting/

Shareholders may not use any electronic address provided in either this notice of meeting or any related documents (including the chairman's letter and the proxy form) to communicate with the Company for any purposes other than those expressly stated.