Vmoto : Notice of Annual General Meeting/Proxy Form

13 April 2022

Letter to Shareholers Regarding Annual

General Meeting

Dear Shareholder

Vmoto Limited (ASX:VMT) ("Vmoto" or "Company) will be holding its annual general meeting of shareholders at 10:00am (WST) on Friday, 13 May 2022 (Meeting) at The Park Business Centre, 45 Ventnor Avenue, West Perth WA 6005.

The Corporations Amendment (Meetings and Documents) Act 2021 (Cth) facilitates the electronic dispatch of notices of meeting from 1 April 2022. Accordingly, the Company will not be sending hard copies of the Notice of Meeting to shareholders who have not previously opted in to receiving electronic copies. Instead, the Notice of Meeting can be viewed and downloaded from the website link:

http://www.vmoto.com/Download/Index?typeId=19

A copy of your personalised proxy form is enclosed for your convenience. Please complete and return the attached proxy form to the Company's share registry, Computershare Investor Services

Pty Limited by:

Internet:

Log on towww.investorvote.com.au

If you are a custodian and an Intermediary Online subscriber, you can log on to:www.intermediaryonline.com.

Post:

Computershare Investor Services Pty Limited GPO Box 242

Melbourne Victoria 3001 Australia

Fax:

(within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

Your proxy voting instruction must be received by 10:00am (WST) on Wednesday, 11 May 2022, being not less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting.

Vmoto Limited: Suite 5, 62 Ord Street,

West Perth, WA 6005, Australia

ABN: 36 098 455 460

ASX: VMT

Phone: +61 8 226 3865 Email:info@vmoto.com Web: vmoto.com

The Notice of Meeting is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser. If you have any difficulties obtaining a copy of the Notice of Meeting please contact the Company's share registry, Computershare Investor Services Pty Limited on, 1300 850 505 (within Australia) or +61 3 9415 4000 (overseas).

To comply with Federal and State government restrictions on social gatherings, the Company may need to admit a limited number of persons to the Meeting. There is a risk that shareholders intending to attend the physical Meeting may not be admitted, depending on the number of Shareholders who wish to physically attend the Meeting. Therefore, the Company strongly encourages all shareholders to submit their directed proxy votes in advance of the Meeting.

The Company will continue to closely monitor guidance from the Federal and State Government for any impact on the proposed arrangements for the Meeting. If any changes are required, the Company will advise Shareholders by way of announcement on ASX and the details will also be made available on our website atwww.vmoto.com

The Company will advise Shareholders as soon as practicable, if any of the above circumstances change.

Authorised by the Board of Vmoto Limited.

For further information, please contact

2

NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY STATEMENT

PROXY FORM

Date of Meeting

13 May 2022

Time of Meeting 10:00am (WST)

Place of Meeting The Park Business Centre

45 Ventnor Avenue West Perth WA 6005

YOUR ANNUAL REPORT IS AVAILABLE ONLINE, SIMPLY VISIT:

http://www.vmoto.com/Corporate/Investors

Please read this Notice of Annual General Meeting and Explanatory Statement carefully.

If you are unable to attend the Annual General Meeting please complete and return the enclosed Proxy Form in accordance with the specified directions.

NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of Shareholders of Vmoto Limited ABN 36 098 455 460 (Company) is to be held on Friday, 13 May 2022 at The Park Centre, 45 Ventnor Avenue, West Perth WA 6005, commencing at 10.00am (WST) for the purpose of transacting the following business referred to in this Notice of Annual General Meeting (Notice).

Capitalised terms and abbreviations used in this Notice and accompanying Explanatory Statement are defined in the glossary to the Explanatory Statement.

The Explanatory Statement that accompanies and forms part of this Notice describes the matters to be considered at this Meeting.

ORDINARY BUSINESS

Annual Financial Statements - Financial Year ended 31 December 2021

To receive and consider the consolidated Annual Financial Statements of the Company for the year ended 31 December 2021 including the Directors' Declaration and Report and the Auditor's Report as set out in the Company's Annual Report.

Note: there is no requirement for Shareholders to approve these reports.

Resolution 1 - Non-Binding Resolution to adopt Remuneration Report

To consider and, if thought fit, to pass the following Resolution as a non-binding resolution:

"That for the purpose of section 250R(2) of the Corporations Act and for all other purposes, the

Company adopts the Remuneration Report as set out in the Annual Report for the year ended 31

December 2021."

Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. Shareholders are encouraged to read the Explanatory Statement for further details on the consequences of voting on this Resolution.

Voting Exclusion

The Company will disregard any votes cast on Resolution 1 by or on behalf of a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report, or a Closely Related Party of such a member. However, the Company need not disregard a vote if:

• (a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution and it is not cast on behalf of a Restricted Voter;1 or

• (b) the proxy is the Chair of the Meeting voting an undirected proxy and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

Shareholders should note that the Chair intends to vote any undirected proxies in favour of Resolution 1. Shareholders may also choose to direct the Chair to vote against Resolution 1 or to abstain from voting.

If you are a member of the Key Management Personnel of the Company or a Closely Related Party of such person (or are acting on behalf of any such person) and purport to cast a vote (other than as a proxy as permitted in the manner set out above), that vote will be disregarded by the Company (as indicated above) and you may be liable for an offence for breach of voting restrictions that apply to you under the Corporations Act.

1 "Restricted Voter" means Key Management Personnel and their Closely Related Parties as defined in the glossary.

Resolution 2 - Re-Election of Director - Mr Ivan Teo

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

"That, Mr Ivan Teo, who retires in accordance with Listing Rule 14.4 and clause 12.3 of the Company's Constitution and, being eligible and offering himself for re-election, be re-elected as a Director of the Company."

Resolution 3 - Approval to issue Performance Rights to Managing Director - Mr Charles Chen

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 10.14 and all other purposes, Shareholders approve the issue of 1,372,346 Performance Rights to Mr Charles Chen (and/or his nominee(s)) as a long term incentive on the terms and conditions set out in the Explanatory Statement accompanying this Notice."

Voting Exclusion

The Company will disregard any votes cast in favour of Resolution 3 by any person referred to in ASX Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question (including Charles Chen) or any Associate of those persons. However, this does not apply to a vote cast in favour of a resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or

• (b) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chair to vote on the resolution as the Chair decides: or

• (c) a holder acting solely in a nominee, trustee custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the resolution; and

  • (ii) the holder votes on the resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.

Resolution 4 - Approval to issue Performance Rights to Finance Director - Mr Ivan Teo

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 10.14 and all other purposes, Shareholders approve the issue of 652,512 Performance Rights to Mr Ivan Teo (and/or his nominee(s)) as a long term incentive on the terms and conditions set out in the Explanatory Statement accompanying this Notice."

Voting Exclusion

The Company will disregard any votes cast in favour of Resolution 4 by any person referred to in ASX Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question (including Ivan Teo) or any Associate of those persons. However, this does not apply to a vote cast in favour of a resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or

• (b) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chair to vote on the resolution as the Chair decides: or

• (c) a holder acting solely in a nominee, trustee custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the resolution; and

  • (ii) the holder votes on the resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.

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