Pacific Online Limited — Proxy Solicitation & Information Statement 2001

Apr 19, 2001

GR INVESTMENT HOLDINGS LIMITED

(Incorporated in Hong Kong under the Companies Ordinance)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of the Company will be held at The China Club, Drawing Room, 13th Floor, The Old Bank of China Building, Bank Street, Hong Kong on Thursday, 24th day of May, 2001 at 10:00 a.m. for the following purposes:-

1. To receive and consider the financial statements and the reports of the directors and auditors for the year ended 31st December, 2000.

2. To re-elect directors and fix the remuneration of directors.

3. To re-appoint auditors and to authorise the directors to fix their remuneration. A notice has been received from a member of the Company, pursuant to sections 116C and 132 of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong), of the intention to propose the following ordinary resolution of the Company:-

ORDINARY RESOLUTION

"THAT Messrs. Grant Thornton, who were appointed as auditors by the directors of the Company to fill the casual vacancy caused by the resignation of Messrs. PricewaterhouseCoopers as auditors, be and are hereby re-appointed auditors of the Company to hold office until the next annual general meeting of the Company at a fee to be agreed by the directors of the Company."

By Order of the Board

CHEUNG Wing Yui

Secretary

Dated the 18th day of April, 2001.

Notes :

1. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and on a poll, vote in his stead. A proxy need not be a member of the Company.

2. To be valid, the proxy form, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be deposited with the share registrars of the Company, Secretaries Limited, 5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

3. Concerning item 3 above, the directors wish to state that Messrs. PricewaterhouseCoopers resigned as auditors of the Company on 28th August, 2000. The directors of the Company appointed Messrs. Grant Thornton as auditors of the Company to fill the casual vacancy. Pursuant to a notice given in accordance with sections 116C and 132 of the Companies Ordinance (Chapter 32of the laws of Hong Kong), an ordinary resolution will be proposed at the meeting to re-appoint Messrs. Grant Thornton as auditors of the Company.

Please also refer to the published version of this announcement in the i-Mail.