Victor : Notice of Extraordinary General Meeting/Proxy Form

For personal use only

Notice of 2022 Extraordinary General Meeting

Date of Meeting: Thursday, 31 March 2022

Time of Meeting: 2:30pm Australian Eastern Time (2:30pm Australian Eastern Daylight Time)

Place of Meeting: The meeting will be held via live webcast at: https://web.lumiagm.com/394-425-223

Due to the ongoing COVID-19 pandemic, the meeting will be held via a live webcast. Shareholders are encouraged to lodge their completed proxy forms in accordance with the instructions in this Notice of Meeting.

Following recent modifications brought to the Corporations Act 2001 and in accordance with subsection 5(f) of the Corporations (Coronavirus Economic Response) Determination (No. 3) 2020, the Company will not be despatching physical copies of the notice of Meeting (Notice). Instead, a copy of the Notice can be viewed and downloaded online at https://sinovictor.com/investor-relations/.

For personal use only

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is given that the Extraordinary General Meeting (Meeting) of Victor Group Holdings Limited (Company) will be held via live webcast on Thursday, 31 March 2022 commencing at 2.30pm AEDT. Further details of each item of business to be considered at the Meeting are set out in the Explanatory Statement. Definitions of capitalised terms used in the Notice of Meeting and Explanatory Statement are set out in Definitions section of the Explanatory Statement.

The Company intends to conduct a poll on the resolutions.

When: Thursday, 31 March 2022 at 2.30pm (AEDT)

Attend via:https://web.lumiagm.com/394-425-223

Meeting ID: 394-425-223

Shareholders who wish to participate in the EGM online may do so by entering the following URL into an internet browser on your computer, laptop, smartphone, tablet or other smart device:

https://web.lumiagm.com/394-425-223

You can log in to the meeting by entering:

1. Your username, which is your Voting Access Code (VAC) which can be located on the first page of your proxy form or Notice of Meeting email.
2. Your password, which is the postcode registered to your holding if you are an Australian shareholder. Overseas shareholders should refer to the online voting user guide for their password details.
3. If you have been nominated as a third party proxy, please contact Boardroom on 1300 737 760

Attending the meeting online enables shareholders to view the General Meeting live, ask questions and cast direct votes at the appropriate times whilst the meeting is in progress.

Shareholders participating in the Meeting will be able to cast direct votes between the commencement of the Meeting and the closure of voting as announced by the Chair during the Meeting.

If you are not able to attend the Meeting to vote, the Board encourages you to lodge your votes online at https://www.votingonline.com.au/vigegm2022. You will require to enter your Postcode or Country of Residence (if outside Australia), your Voting Access Code (VAC). Kindly note that the Chair intends to vote in favour of each Resolution found within this Notice of Meeting.

ITEMS OF BUSINESS

1. Resolution 1: Appointment of William Buck (VIC) Pty Ltd as Auditor

For personal use only

Voting by Proxy

Shareholders are encouraged to submit proxy votes online at https://www.votingonline.com.au/vigegm2022. You will require to enter your Postcode or Country of Residence (if outside Australia), and your Voting Access Code (VAC) provided with your proxy, or if you have not elected to receive notices from the Company by email, a copy of your personalised proxy form will be sent to you by mail enclosed with this letter.

Please complete and sign the enclosed proxy form and lodge as per the options below:

1. Send the proxy form by fax to the Company's share registry on fax number + 61 2 9290 9655;
2. Deliver the proxy form to the Company's share registry, Boardroom Pty Limited, Level 12, 225 George St, Sydney NSW 2000 Australia; or
3. Post the proxy form to the Company's share registry, Boardroom Pty Limited, GPO Box 3993, Sydney NSW
   2001 Australia.

So that it is received no later than 2:30pm AEDT 29 March 2022, being not less than 48 hours prior to the commencement of the Meeting. Proxy forms received later than this time will be invalid.

When the proxy form is executed under the power of attorney, the power of attorney must be lodged in the same way as the proxy form.

Enquiries

Shareholders are invited to contact the Company Secretary, Mr Jun Wu on 0431 125 161 if they have any queries in respect of the matters set out in this Notice of Meeting or the Explanatory Statement.

Dated 25 Feb 2022

BY ORDER OF THE BOARD

JUN WU

SECRETARY

For personal use only

Resolution 1: Appointment of William Buck (VIC) Pty Ltd as Auditor

In accordance with s327c of the Corporations Act the Company announced to the ASX that effective from 16 July 2021 William Buck (Vic) Pty Ltd ("William Buck") has been appointed as the auditor of the Company following the resignation of Grant Thornton Audit Pty Ltd ("Grant Thornton") and ASIC consents to the resignation in accordance with s329(5) of the Corporations Act 2001. ("the Act")

The Board's final decision to appoint William Buck was made following a consultation process, and chose William Buck based on their reputation and experience, and their international network particularly in PRC where Victor Group's facility is located.

Under s327c (2) of the Act, an auditor who has been appointed under s327c (1) of the act holds office until the Company's next annual general meeting.

William Buck has provided the Company its written const to act, subject to shareholder approval being obtained, as

the Company's auditor in accordance with s328a (1) of the act.

The chair intends to vote undirected proxies in favour of Resolution 1.

Proxy Restrictions

There are no voting restrictions with respect to Resolution 1.

Please note that:

• a Shareholder entitled to attend and vote at the Extraordinary General Meetings is entitled to appoint a proxy;
• a proxy need not be a Shareholder;
• a Shareholder may appoint a body corporate or an individual as its proxy;
• a body corporate appointed as a Shareholder's proxy may appoint an individual as its representative to exercise any of the powers that the body may exercise as the Shareholder's proxy; and
• Shareholders entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms. If a Shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, the body corporate should provide that person with a certificate or letter executed in accordance with the

Corporations Act authorising him or her to act as that company's representative. The authority may be sent to the

Company or its share registry in advance of the Extraordinary General Meeting or handed in at the Extraordinary General meeting when registering as a corporate representative.

If a Shareholder intends to appoint the Chair as their proxy for Resolution 1, Shareholders can direct the Chair how to vote by marking one of the boxes for resolution 1 (for example, if the Shareholder wishes to vote 'for', 'against' or to

'abstain' from voting). If the Shareholder does not direct the Chair how to vote, then by submitting the proxy Form,

the Shareholder will be expressly authorising the Chair to exercise the proxy in respect of Resolution 1.

For personal use only

• Deliver the proxy form to the Company's share registry, Boardroom Pty Ltd, Level 12, 225 George Street,
  Sydney NSW 2000 Australia;
• Post to Boardroom Pty Limited, GPO Box 3993 Sydney NSW 2001 Australia; or
• Facsimile to the Company on fax number + 612 9290 9655,
• For online voting viahttps://www.votingonline.com.au/vigegm2022. You will require to enter your Postcode or Country of Residence (if outside Australia), and your Voting Access Code (VAC) provided with your proxy.

So that it is received by no later than 2.30pm (AEDT) on 29 March 2022. Proxy Forms received later than this time will be invalid.

The Board of Directors unanimously recommends that Shareholders vote in favour of Resolution 1.

Voting

The Chair will use any such proxies to vote in favour of the Resolutions. Shareholders are urged to carefully read the Proxy Form and provide a direction to the proxy on how to vote on these Resolutions.