Vonpende Holdings PLC

Pre-Annual General Meeting Information • May 7, 2021

Notice of an Extraordinary General Meeting

VONPENDE HOLDINGS P.L.C. ("the Company")

NOTICE IS HEREBY GIVEN that, the Board of Directors hereby convene an EXTRAORDINARY GENERAL MEETING ("EGM") of the Company to be held at its trading office on Vesper Floor, 10, Egypt Street, Akamantis Business Center 1097 Nicosia Cyprus on the 27/05/2021 at 10:00 Cyprus time, for the purpose of considering the Agenda annexed to the present notice as "Appendix A" and, if thought fit, pass the proposed resolutions in "Appendix B".

Conference call dial-in details:

Dial in: +357 22 55 89 00

Pin: 11335#

BY ORDER OF THE BOARD 24 (San)

Stella Koukounis

Dated: 06/05/2021

NOTES TO THE NOTICE OF EXTRAORDINARY GENERAL MEETING

Any person appearing as a shareholder on the Register of Members of the Company on the "Record Date" is entitled to attend, to participate, to speak, ask questions and vote on the EGM. The "Record Date" for the purposes of the EGM is close of business on 26.05.2021.

A member entitled to attend and vote on the EGM is entitled to appoint a proxy in a format attached hereto, to attend and vote on his behalf. The instrument of proxy must be duly signed by the appointor and his signature must be certified by a notary public or other appropriate person. The instrument of proxy should be deposited with the Company at any time before the time appointed for the meeting.

Proxy holder does not need to be a shareholder of the Company.

Corporations which are members of the Company are required to deposit with the Company, a resolution of its directors or other governing body authorizing a person to act as its representative at the EGM, duly certified by a notary public or other appropriate person, at any time before the time appointed for the meeting.

Appendix A

AGENDA

• 1. Discuss a proposed increase of the Company's total authorized, issued and listed share capital, in the form of an offer made to all existing shareholders and a potential new subscriber being a Cyprus limited liability company, to subscribe to new shares through a private placement;
• 1. Discuss the possibility of increase of share capital to facilitate the aforesaid proposed investment by a potential new subscriber;
• 1. Discuss whether the proposed investment by the new subscriber is in line with the Company's annual business plan and business objectives;
• 1. Discuss existing members' intention of subscription to additional shares and interest shown to the present offer.

Appendix B

PROPOSED RESOLUTIONS

Special resolution:

1. The authorized share capital of the Company amounting to EUR 3.170.000,00 divided into 253,600 ordinary shares of EUR 12,5 per share be and is hereby increased to EUR 7.500.000,00 divided into 600,000 ordinary shares of EUR 12,5 per share, with the addition of 346,400 ordinary shares of EUR 12,5 per share.

Ordinary resolutions:

• 1. The investment by up to 10% of the Company's issued and listed share capital by a new potential subscriber being a private Cyprus company, be and is hereby approved, subject only to further negotiation of the final terms of investment by the Company's Board of Directors.
• 1. The Board is hereby authorized to negotiate the final terms of investment by the new potential subscriber, namely a private Cyprus company interested to subscribe to up to 10% of the Company's issued and listed share capital,
• 1. The Board is hereby authorized to offer the new shares pro rata to the existing shareholders with the same terms as to be agreed with the new potential subscriber, giving the opportunity to the existing shareholders to express their intention of subscribing.
• 1. The Board is authorized to negotiate the final terms of investment by the new potential subscriber having regard to the Company's best interests and in line with Company's Annual Business Plan and business objectives.
• 1. The Board is hereby authorized to take all necessary steps to prepare, finalise and circulate the final agreed term sheet or subscription agreement as they case may be, with the new potential subscriber to the existing members.
• 1. The Board of Directors is hereby authorized to issue and allot new shares to the new potential subscriber and to any existing members who express their intention to subscribe for new shares through private placement, and ensure that all relevant notifications are prepared and filed, in this respect.
• 1. The Board is hereby authorized to proceed to any necessary steps to admit any new shares to be allotted to the Emerging Companies Market of the Cyprus Stock Exchange.

Appendix C

FORM OF PROXY

VONPENDE HOLDINGS P.L.C.

I/We, [ .........................................................................................].

being a Member/Members of the above-named Company, hereby appoint [....................................] , of [....................................],

or failing him [................................................................................................],

as my/our proxy to vote for me/us or on my/our behalf at the Extraordinary General Meeting of the Company, to be held on the 27th day of May 2021, and at any adjournment thereof.

This form is to be used in accordance with the attached voting instructions. Unless otherwise instructed, the proxy will vote as he thinks fit.

Signed this [ ... ] day of [ ... ............................ ], 20 [ ... ]

VONPENDE HOLDINGS P.L.C.

Extraordinary General Meeting of the Company held on Thursday, 27th of May 2021 to be held at 10:00 a.m.

Special Resolution:	FOR	AGAINST
Number 1
Ordinary Resolution:	FOR	AGAINST
Number 1
Number 2
Number 3
Number 4
Number 5
Number 6
Number 7