Notice of AGM

notice of agm

announcement 22 APRIL 2014

Annual General Meeting

Vmoto Limited ("Vmoto" or "the Company") (AIM/ASX:VMT) today announces that notice of its annual general meeting ("AGM") has been posted to shareholders and will shortly be available to view on the Company's website, www.vmoto.com. The AGM will be held at 10.00 a.m. (WST) on 21 May 2015 at The Park Centre, 45 Ventnor Avenue, West Perth, WA 6005.

Share Consolidation

A resolution will be proposed at the AGM seeking approval for the Company to consolidate its share capital through the conversion of every ten shares in the capital of the Company ("Shares") into one Share (the "Share Consolidation"). The Directors believe that the Share Consolidation will result in a more appropriate and effective capital structure for the Company. As the Share Consolidation applies equally to all Shareholders, individual shareholdings will be reduced in the same ratio as the total number of Shares (subject to rounding). Accordingly, assuming no other market movements or impacts occur, the Share Consolidation will have no effect on the percentage interest in the Company of each Shareholder.

The Share Consolidation will not result in any change to the substantive rights and obligations of existing Shareholders.

If the Share Consolidation is approved:

(a) all options issued by the Company will be consolidated in the same ratio as the Shares, and their exercise price will be amended in inverse proportion to that ratio; and

(b) in the case of all performance rights issued by the Company, the number of Shares to be received upon vesting of the performance rights will be reorganised in accordance with the ASX Listing Rules, so that the holder of the performance rights will not receive a benefit that Shareholders will not receive.

If approved by Shareholders, the proposed Share Consolidation will take effect on 4 June 2015.

Replacement of Constitution

A resolution will also be proposed at the AGM to adopt a new constitution (the "Proposed Constitution"). The Proposed Constitution is of a type required for a listed public company and will incorporate amendments to the Australian Corporations Act and ASX Listing Rules. The Proposed Constitution is broadly consistent with the provisions of the existing Constitution. Many of the proposed changes are administrative or minor in nature including but not limited to:

(a) updating references to bodies or legislation which have been renamed (e.g. references to the Australian Settlement and Transfer Corporation Pty Ltd, ASTC Settlement Rules and ASTC Transfer); and

(b) expressly providing for statutory rights by mirroring these rights in provisions of the Proposed Constitution.

The Directors believe these amendments are not material nor will they have any significant impact on Shareholders.

A copy of the Proposed Constitution is available for review by Shareholders at the Company's website http://www.vmoto.com and at the office of the Company. A copy of the Proposed Constitution can also be sent to Shareholders upon request to the Company Secretary (+61 8 9226 3865).

Issue of Shares to a Director

A resolution will be proposed at the AGM to approve the issue of up to 380,952 Shares at a deemed issued price (prior to the Share Consolidation) of $0.035 per Share to Mr. Kaijan Chen (the "Relevant Director") in lieu of unpaid directors fees to the amount of A$13,333.32 from 1 January 2015 to 30 April 2015. If Shareholders approve the Share Consolidation and the issue of Shares to the Relevant Director, the number of Shares which are issued to the Relevant Director, irrespective of issue date, will be consolidated in the same ratio as all other Shares. If the Shares are issued to the Relevant Director, Mr. Chen will be interested in 6,886,002 Shares or 0.52 per cent. of the Company's issued share capital, and 5,000,000 performance rights (in each case prior to the Share Consolidation).

For further information, please contact:

Vmoto

Charles Chen, Managing Director Olly Cairns, Non-Executive Director +61 8 9226 3865

Investors and media

Market Eye Pty Ltd Ronn Bechler +61 400 009 774

finnCap Ltd

Ed Frisby (corporate finance)

Christopher Raggett (corporate finance)

Tony Quirke (corporate broking) +44 20 7220 0500

Mirabaud

Peter Krens (equity capital markets) +44 20 7878 3362

Ed Haig-Thomas (equity capital markets) +44 20 7878 3447

About Vmoto

Vmoto Limited (ASX/AIM: VMT) is a global scooter manufacturing and distribution group. The Company specialises in high quality "green" electric powered two wheel vehicles and manufactures a range of western designed electric scooters from its low cost manufacturing facilities in Nanjing, China. Vmoto combines low cost Chinese manufacturing capabilities with European design. The group operates through two primary brands: Vmoto (aimed at the value market in Asia) and E-Max (targeting the Western markets, with a premium end product). As well as operating under its own brands, the Company also sells to a number of customers on an original equipment manufacturer ("OEM") basis.