THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice from your stockbroker, bank manager, solicitor, accountant or other independent adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the UK or, if you reside elsewhere, another appropriately authorised financial advisor.

If you have recently sold or transferred all of your shares in the Company, please forward this document, together with the accompanying documents, as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

NOTICE OF GENERAL MEETING

MELODYVR GROUP PLC

(Incorporated and registered in England with registered number 05628362)

NOTICE IS HEREBY GIVEN that a general meeting of MelodyVR Group PLC (the "Company") will be held virtually at 10.00 a.m. on 25 February 2021 (the "General Meeting") to consider and, if thought fit, to pass the following resolution which shall be proposed as a special resolution.

SPECIAL RESOLUTION

THAT the registered name of the Company be changed to "Napster Group PLC".

By order of the Board

Registered office:

Company Secretary

55 Poland Street

London

England

3 February 2021

W1F 7NN

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Important Notes

1.Arrangements for the meeting - Covid-19 outbreak

The continuing coronavirus (COVID-19) pandemic has led to the imposition of severe restrictions on public gatherings which remain in place at the date of publication of this document. The meeting will therefore be held remotely via a Zoom conference call. If you wish to use this facility, please register via the Company's website at email@melodyvr.group and you will be provided with further information. Please note that shareholders will not be able to use this facility to actively participate in the meeting by voting on the resolutions or asking questions. Pending further developments, the Board:

  • Encourages shareholders to submit their votes via proxy as early as possible, and shareholders should appoint the Chairman of the meeting as their proxy. If a shareholder appoints someone else as their proxy, that proxy will not be able to attend the General Meeting in person or cast the shareholder's vote. All proxy appointments should be received by no later than 10.00 a.m. on 23 February 2021.
  • Strongly recommends CREST members to vote electronically through the CREST electronic proxy appointment service as your vote will automatically be counted.
  • Proposes that voting at the meeting will be conducted by means of a poll on all resolutions, with each shareholder having one vote for each share held, thereby allowing all those proxy votes submitted and received prior to the meeting to be counted.
  • Will continue to closely monitor the COVID-19 situation in the lead up to the meeting and make further updates about the meeting on the Company's website at https://melodyvr.group. Please ensure that you regularly check this page for updates.

The Company is taking these precautionary measures to comply with the current restrictions on travel and public gatherings imposed by the UK Government and to safeguard its shareholders' and employees' health and make the meeting as safe and as efficient as possible. The Company will take such further steps as are required with the health and wellbeing of its shareholders and employees in mind.

2.Procedure for appointing a proxy

A Form of Proxy for use at the General Meeting is provided to Shareholders and accompanies this notice. To appoint a proxy in hard copy form, the proxy must be completed and signed, sent or delivered to Neville Registrars Limited, Neville House,Steelpark Road, Halesowen, B62 8HD. As an alternative to completing a hard copy Form of Proxy, Shareholders can submit their proxy electronically at www.sharegateway.co.uk by completing the authentication requirements as set out on the Form of Proxy so as to be received (in both cases) by no later than 48 hours before the start of the meeting (excluding weekends and public holidays), or, in the case of an adjourned meeting, 48 hours prior to the time and date set for the adjourned meeting (excluding any part of a day that is not a working day). Shareholders will need to use their personal proxy registration code, which is printed on the Form of Proxy, to validate the submission of their proxy online. Should the Form of Proxy be completed electronically and a hard copy then posted, the Form of Proxy that arrives last will be counted to the exclusion of instructions received earlier, whether electronically or posted. CREST members who wish to appoint a proxy or proxies through the CREST Electronic Proxy Appointment Service may do so for the meeting to be held at 10.00 a.m. (BST) on 25 February 2021 and any adjournment(s) thereof by following the procedures described in the CREST manual. All messages relating to the appointment of a proxy or an instruction to a previously-appointedproxy, which are to be transmitted through CREST, must be received by the Registrars (ID 7RA11) no later than 10.00 a.m. (BST) on 23 February 2021, or, if the meeting is adjourned, 48 hours before the time fixed for the adjourned meeting (excluding any part of a day that is not a business day).

3.Corporate representatives

Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares provided that, except in relation to a vote on a show of hands, if two or more corporate representatives of one member purport to exercise a power in respect of the same shares, then: (i) if they exercise the power in the same manner, it shall be exercised in the same manner; but (ii) if they exercise the power in a different manner, it shall be deemed not to have been exercised.

4.Changing or revoking proxy instructions

To change your proxy instructions simply submit a new proxy appointment using the methods set out in the paragraph above titled "Procedure for appointing a proxy". Any amended proxy appointment must be received no later than the time referred to in the paragraph above titled "Procedure for appointing a proxy" and any amended proxy appointment received after the relevant cut-off time will be disregarded.

If you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy proxy form, please contact the Company's registrars, Neville Registrars Limited, on 0121 585 1131, and ask for another proxy form.

In order to revoke a proxy instruction you will need to inform the Company by sending notice in writing clearly stating your intention to revoke your proxy appointment by one of the methods referred to in the paragraph above titled "Procedure for appointing a proxy" (accompanied by the power of attorney or other authority (if any)

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under which the revocation notice is signed or a copy of such power or authority). The revocation notice must be received by the commencement of the meeting.

If you attempt to revoke your proxy appointment but the revocation is received after the time specified above then your proxy appointment will remain valid.

5.Record Date

Members who hold Ordinary Shares must have been entered on the Company's Register of Members 48 hours (excluding any part of a day that is not a working day) prior to the meeting in order to attend, speak and vote at the meeting. Such members may only vote at the meeting in respect of Ordinary Shares in the Company held at that time.

6.Resolution thresholds

To be passed, an ordinary resolution requires a majority of 50 per cent plus one vote of the votes cast by shareholders and a special resolution requires a majority of at least 75 per cent of the votes cast by those shareholders voting either in person or by proxy at the general meeting (excluding any votes which are withheld) to be voted in favour of the resolution.

7.Total voting rights

The total number of Ordinary Shares of £0.01 in issue as at 2 February 2021, being the latest practicable date before the publication of this Notice of General Meeting, was 2,509,265,937 Ordinary Shares carrying one vote each. There are no Ordinary Shares held in treasury as at 2 February 2021. The total level of voting rights in the Company as at this date was therefore 2,509,265,937.

8.Communications

Members who have general enquiries about the meeting should call the Company's registrars, Neville Registrars Limited, on 0121 585 1131; lines are open 9.00 a.m. to 5.00 p.m. Monday to Friday.

You may not use any electronic address provided in this notice of general meeting or any related documents (including the proxy form) for communicating with the Company for any purposes other than those expressly stated.

Please note that the Company takes all reasonable precautions to ensure no viruses are present in any electronic communication it sends out but the Company cannot accept responsibility for loss or damage arising from the opening or use of any email or attachments from the Company and recommends that members subject all messages to virus checking procedures prior to use. Please note that any electronic communication received by the Company that is found to contain any virus will not be accepted.

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MelodyVR Group plc published this content on 04 February 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 February 2021 09:27:02 UTC.