Notice of General Meeting

NOTICE OF GENERAL MEETING

EXPLANATORY STATEMENT

PROXY FORM

Date of Meeting

13 November 2013

Time of Meeting

2.00pm (WST)

Place of Meeting

The Park Business Centre

45 Ventnor Avenue

WEST PERTH WA 6005

Please read this Notice and Explanatory Statement carefully.

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

NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of the Shareholders of Vmoto Limited ABN 36 098 455 460 (Company) is to be held on 13 November 2013 at The Park Business Centre, 45 Ventnor Avenue, West Perth, Western Australia, commencing at 2.00pm (WST) for the purpose of transacting the following business referred to in this Notice of General Meeting.

Terms and abbreviations used in this Notice of General Meeting 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

Resolution 1 - Ratification of issue of 75 million Shares

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

"That, for the purpose of Listing Rule 7.4 and all other purposes, Shareholders ratify the allotment and issue of 75 million Shares (at an issue price of $0.02 per Share) on 30 August 2013 to various sophisticated investors on the terms and conditions set out in the Explanatory Statement that forms part of this Notice."

Resolution 2 - Ratification of issue of 2 million Shares

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

"That, for the purpose of Listing Rule 7.4 and all other purposes, Shareholders ratify the allotment and issue of 2 million Shares for nil cash consideration to Mr Blair Edward Sergeant on the terms and conditions set out in the Explanatory Statement that forms part of this Notice."

Resolution 3 - Ratification of issue of Tranche 1 Placement Shares

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

"That, for the purpose of Listing Rule 7.4 and all other purposes, Shareholders ratify the allotment and issue of 54,545,455 Shares under the Tranche 1 Placement on the terms and conditions set out in the Explanatory Statement that forms part of this Notice."

Resolution 4 - Approval for issue of Tranche 2 Placement Shares

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

"That, for the purpose of Listing Rule 7.1 and all other purposes, approval is given for the Directors to allot and issue up to 172,727,273 Shares under the Tranche 2 Placement on the terms and conditions set out in the Explanatory Statement that forms part of this Notice."

Resolution 5 - Approval for Director Participation in Tranche 2 Placement - Simon Farrell

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

"That, subject to the passing of Resolution 4, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue up to 2,272,727 Shares under the Tranche 2 Placement to Mr Simon Farrell or hisnominee(s) on the terms and conditions set out in the Explanatory Statement that forms part of this Notice."

Resolution 6 - Approval for Director Participation in Tranche 2 Placement - Charles Chen

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

"That, subject to the passing of Resolution 4, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue up to 2,272,727 Shares under the Tranche 2 Placement to Mr Charles Chen or his nominee(s) on the terms and conditions set out in the Explanatory Statement that forms part of this Notice."

Resolution 7 - Approval for Director Participation in Tranche 2 Placement - Ivan Teo

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

"That, subject to the passing of Resolution 4, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue up to 2,272,727 Shares under the Tranche 2 Placement to Mr Ivan Teo or hisnominee(s) on the terms and conditions set out in the Explanatory Statement that forms part of this Notice."

Resolution 8 - Approval for Director Participation in Tranche 2 Placement - Olly Cairns

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

"That, subject to the passing of Resolution 4, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue up to 2,727,273 Shares under the Tranche 2 Placement to Mr Olly Cairns or hisnominee(s) on the terms and conditions set out in the Explanatory Statement that forms part of this Notice."

Resolution 9 - Approval for Director Participation in Tranche 2 Placement - Kaijian Chen

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

"That, subject to the passing of Resolution 4, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue up to 2,727,273 Shares under the Tranche 2 Placement to Mr Kaijian Chen or hisnominee(s) on the terms and conditions set out in the Explanatory Statement that forms part of this Notice."

Resolution 10 - Removal of Auditor

To consider and, if thought fit, to pass the following Resolution as an ordinary resolution:

"That William Buck Audit (WA) Pty Ltd, the current auditor of the Company, be removed as the auditor of the Company, effective from the close of the Meeting."

Resolution 11 - Appointment of Auditor

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

"That, subject to the passing of Resolution 10, Bentleys Audit and Corporate (WA) Pty Ltd, being qualified to act as auditor of the Company and having consented to so act, be appointed as the auditor of the Company effective from the close of the Meeting and the Directors be authorised to agree the remuneration."

Other Business

To deal with any other business which may be brought forward in accordance with the Constitution and the Corporations Act.

DATED THIS 7th DAY OF OCTOBER 2013

BY ORDER OF THE BOARD

Shannon Coates

Company Secretary

How to vote

Shareholders can vote by either:

• attending the meeting and voting in person or by attorney or, in the case of corporate shareholders, by appointing a corporate representative to attend and vote; or

• appointing a proxy to attend and vote on their behalf using the proxy form accompanying this Notice of Meeting and by submitting their proxy appointment and voting instructions in person, by post or by facsimile.

Depositary Interest holders in CREST may transmit voting instructions by utilising the CREST voting service in accordance with the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider, who will be able to take appropriate action on their behalf. In order for instructions made using the CREST voting service to be valid, the appropriate CREST message (a "CREST Voting Instruction") must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual (available via www.euroclear.com/CREST).

To be effective, the CREST Voting Instruction must be transmitted so as to be received by the Company's agent (3RA50) no later than 4:30pm (GMT) on 8 November 2013. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the CREST Voting Instruction by the CREST applications host) from which the Company's agent is able to retrieve the CREST Voting Instruction by enquiry to CREST in the manner prescribed by CREST. Holders of Depositary Interests in CREST and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the transmission of CREST Voting Instructions. It is the responsibility of the Depositary Interest holder concerned to take (or, if the Depositary Interest holder is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that the CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a CREST Voting Instruction is transmitted by means of the CREST voting service by any particular time. In this connection, Depositary Interest holders and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

Voting in person (or by attorney)

Shareholders, or their attorneys, who plan to attend the meeting are asked to arrive at the venue 15 minutes prior to the time designated for the meeting, if possible, so that their holding may be checked against the Company's share register and attendance recorded. Attorneys should bring with them an original or certified copy of the power of attorney under which they have been authorised to attend and vote at the meeting.

Voting by a Corporation

A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the meeting evidence of his or her appointment, including any authority under which it is signed.

Voting by proxy

· A Shareholder entitled to attend and vote is entitled to appoint not more than two proxies. Each proxy will have the right to vote on a poll and also to speak at the meeting.

· The appointment of the proxy may specify the proportion or the number of votes that the proxy may exercise. Where more than one proxy is appointed and the appointment does not specify the proportion or number of the shareholder's votes each proxy may exercise, the votes will be divided equally among the proxies (i.e. where there are two proxies, each proxy may exercise half of the votes).

· A proxy need not be a shareholder.

· The proxy can be either an individual or a body corporate.

· If a proxy is not directed how to vote on an item of business, the proxy may generally vote, or abstain from voting, as they think fit.

· Should any resolution, other than those specified in this Notice, be proposed at the meeting, a proxy may vote on that resolution as they think fit.

· If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the shareholder's behalf on the poll and the shares that are the subject of the proxy appointment will not be counted in calculating the required majority.

· Shareholders who return their proxy forms with a direction how to vote but do not nominate the identity of their proxy will be taken to have appointed the Chairman of the meeting as their proxy to vote on their behalf. If a proxy form is returned but the nominated proxy does not attend the meeting, the Chairman of the meeting will act in place of the nominated proxy and vote in accordance with any instructions. Proxy appointments in favour of the Chairman of the meeting, the secretary or any Director that do not contain a direction how to vote will be used where possible to support each of the resolutions proposed in this Notice, provided they are entitled to cast votes as a proxy under the voting exclusion rules which apply to some of the proposed resolutions. These rules are explained in this Notice.

· To be effective, proxies must be lodged by 2.00pm (WST) on 11 November 2013. Proxies lodged after this time will be invalid.

· Proxies may be lodged using any of the following methods:

- by returning a completed proxy form in person to Suite 1, Ground Floor, 83 Havelock Street, West Perth, Western Australia 6005; or

- by faxing a completed proxy form to or by fax to (61 8) 9322 5230.

The proxy form must be signed by the shareholder or the shareholder's attorney. Proxies given by corporations must be executed in accordance with the Corporations Act. Where the appointment of a proxy is signed by the appointer's attorney, a certified copy of the power of attorney, or the power itself, must be received by the Company at the above address, or by facsimile, and by 2.00pm (WST) on 11 November 2013. If facsimile transmission is used, the power of attorney must be certified.

Shareholders who are entitled to vote

In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001, the Board has determined that a person's entitlement to vote at the General Meeting will be the entitlement of that person set out in the Register of Shareholders as at 5pm (WST) on 11 November 2013.

Voting

Shareholders are urged to carefully read the proxy form and provide a direction to the proxy on how to vote on this Resolution.

Vmoto limited

ABN 36 098 45 460

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide Shareholders with material information to enable them to make an informed decision on the business to be conducted at the General Meeting of Vmoto Limited (Company) to be held at The Park Business Centre, 45 Ventnor Avenue, West Perth, Western Australia commencing at 2.00pm (WST) on 13 November 2013.

The Directors recommend Shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions.

Certain terms and abbreviations used in this Explanatory Statement have defined meanings which are defined in the glossary appearing at the end of this Explanatory Statement.

1. RESOLUTION 1 - RATIFICATION OF ISSUE OF 75 MILLION SHARES

Background

On 26 August 2013, the Company announced that it had received commitments from sophisticated investors to subscribe for 75 million Shares at an issue price of $0.02 per Share to raise $1.5 million (before costs). The Shares were issued on 30 August 2013 under the Company's 15% placement capacity under Listing Rule 7.1.

Listing Rule 7.1 broadly provides that a company may issue equity securities up to 15% of its issued capital in any 12 month period without shareholder approval. Prior shareholder approval is required if the issue or agreement to issue (when aggregated with other issues of equity securities made in the previous 12 months without shareholder approval) exceed the 15% limit.

Listing Rule 7.4 permits the ratification of securities issued without shareholder approval under Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to Listing Rule 7.1 (and provided that the previous issue did not breach Listing Rule 7.1), those securities will be deemed to have been made with shareholder approval for the purpose of Listing Rule 7.1. The purpose of such ratification is to restore the company's power to issue further securities without shareholder approval within the 15% limit.

Accordingly, Resolution 1 seeks Shareholder ratification of the issue of the Shares under Listing Rule 7.4 to provide flexibility for the Company to issue equity securities in the future under the 15% placement capacity under Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the issue of the Shares, the subject of this Resolution:

(a) 75 million Shares were issued at $0.02 per Share;

(b) the Shares issued are fully paid ordinary shares in the capital of the Company and rank equally with the Company's existing Shares;

(c) the Shares were issued to new and existing shareholders all of whom were professional and sophisticated investors and not related parties of the Company; and

(d) the funds raised from the issue of the Shares have and will be applied towards working capital.

Board recommendation

The Directors unanimously recommend Shareholders vote in favour of Resolution 1.

2. RESOLUTION 2 -RATIFICATION OF ISSUE OF 2 MILLION SHARES

Background

On 30 August 2013, the Company issued 2 million Shares to Mr Blair Edward Sergeant, a former Director in part consideration for the provision of professional services provided by Mr Sergeant.

Mr Sergeant ceased to be a Director of the Company on 15 October 2012. The Corporations Act provides that a director is a related party of the company, and remains a related party for 6 months after he has ceased to be a director of the company. Accordingly, Mr Sergeant was not a related party of the Company at the time the Shares the subject of Resolution 2 were issued.

A summary of Listing Rule 7.1 and 7.4 is set out in the explanatory notes to Resolution 1.

Resolution 2 seeks Shareholder ratification of the issue of 2 million Shares to Mr Blair Edward Sergeant under Listing Rule 7.4 to provide flexibility for the Company to issue equity securities in the future under the 15% placement capacity under Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the issue of the Shares, the subject of this Resolution:

(a) 2 million Shares were issued for nil cash consideration;

(b) the Shares are fully paid ordinary shares in the capital of the Company and rank equally with the Company's existing Shares;

(c) the Shares were issued to former Director, Mr Blair Edward Sergeant. As noted above, Mr Blair Edward Sergeant is not a related party of the Company; and

(d) no funds were raised from the issue of the Shares as the Shares were issued as part

consideration for services provided.

Board recommendation

The Directors unanimously recommend Shareholders vote in favour of Resolution 2.

3. BACKGROUND TO RESOLUTIONS 3 AND 4 - PLACEMENT

On 2 October 2013, the Company announced a proposed placement to raise up to $5 million (before costs) via a two tranche placement of up to 227,272,728 Shares at an issue price of $0.022 per Share, to sophisticated and professional investors (Placement).

The two tranche Placement is comprised of the following:

(a) Tranche 1, comprising the issue of 54,545,455 Shares (Tranche 1 Placement Shares). The Tranche 1 Placement Shares were expected to be issued on or around 8 October 2013 at an issue price of $0.022 per Share under the Company's 15% placement capacity under Listing Rule 7.1 and raised $1.2 million (before costs) (Tranche 1 Placement). Ratification of the issue of the Tranche 1 Placement Shares is sought pursuant to Resolution 3; and

(b) Tranche 2, which is subject to Shareholder approval pursuant to Resolution 4, comprising the issue of up to 172,727,273 Shares (Tranche 2 Placement Shares) at an issue price of $0.22 per Share to raise a further $3.8 million before costs (Tranche 2 Placement).

Use of Placement funds

The funds raised under the Placement have been and will be used for:

(a) joint venture investment;

(b) continued expansion into China;

(c) product development;

(d) costs of the Placement; and

(e) general working capital.

Director Participation

Subject to Shareholder approval the subject of Resolutions 5 to 9, the Directors intend to participate in the Tranche 2 Placement.

4. RESOLUTION 3 -RATIFICATION OF TRANCHE 1 PLACEMENT SHARES

As noted above, the Tranche 1 Placement Shares were expected to be issued on or around 8 October 2013 under the Company's 15% placement capacity and raised $1.2 million (before costs). Ratification of the issue of the Tranche 1 Placement Shares is sought pursuant to this Resolution.

A summary of Listing Rules 7.1 and 7.4 is provided in the explanatory notes to Resolution 1.

Resolution 3 seeks Shareholder ratification of the issue of 54,545,455 Tranche 1 Placement Shares to various sophisticated and professional investors under Listing Rule 7.4 to provide flexibility for the Company to issue equity securities in the future under the 15% placement capacity under Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the issue of the Tranche 1 Placement Shares, the subject of this resolution:

(a) 54,545,455 Tranche 1 Placement Shares were issued at an issue price of $0.022 per Share;

(b) the Tranche 1 Placement Shares are fully paid ordinary shares in the capital of the Company and rank equally with the Company's existing Shares;

(c) the Tranche 1 Placement Shares were issued to sophisticated and professional investors who are not related parties of the Company; and

(d) the funds raised from the issue of the Tranche 1 Placement Shares have and will be used for the purposes noted above.

Board recommendation

The Directors unanimously recommend Shareholders vote in favour of Resolution 3.

5. RESOLUTION 4 -APPROVAL FOR ISSUE OF TRANCHE 2 PLACEMENT SHARES

As noted above, the Company proposes to issue up to 172,727,273 Tranche 2 Placement Shares to professional and sophisticated investors at an issue price of $0.022 per Share to raise up to $3.8 million.

A summary of the current capital structure of the Company, and the capital structure of the Company on completion of the issue of the Tranche 2 Placement Shares (assuming the maximum Tranche 2 Placement Shares are issued) is set out below:

A summary of Listing Rule 7.1 is provided in the explanatory notes to Resolution 1.

Resolution 4 seeks Shareholder approval under Listing Rule 7.1 to issue the Tranche 2 Placement Shares during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company's 15% annual placement capacity.

Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the issue of the Tranche 2 Placement Shares, the subject of this resolution:

(a) the maximum number of Tranche 2 Placement Shares to be issued is 172,727,273;

(b) the Tranche 2 Placement Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);

(c) the Tranche 2 Placement Shares will be issued at an issue price of $0.022 per Share;

(d) the Directors will determine the professional and sophisticated investors to whom the Tranche 2 Placement Shares will be issued however these persons will not be related parties of the Company (other than as approved under Resolutions 5 to 9 below);

(e) the Tranche 2 Placement Shares will be fully paid ordinary shares in the capital of the Company and will rank equally with the Company's existing Shares; and

(f) the Company intends to use the up to funds raised from the issue for the purposes set out above.

Board recommendation

The Directors unanimously recommend Shareholders vote in favour of Resolution 4.

6. BACKGROUND TO RESOLUTIONS 5 to 9 -APPROVAL FOR DIRECTOR PARTICIPATION IN TRANCHE 2 PLACEMENT

Subject to the passing of Resolution 4, the Company's Directors or their respective nominees, intend to participate in Tranche 2 of the Placement on the same terms and conditions as other participants as follows:

The Shares proposed to be issued to the Directors under the Tranche 2 Placement are part of the Tranche 2 Placement Shares the subject of Resolution 4.

The following table shows the effect of each Director's participation in the Tranche 2 Placement on his voting power in the Company, assuming each Director or his nominee(s) participate to the full extent noted above and the maximum of 172,727,273 Tranche 2 Placement Shares are issued:

Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

(a) obtain the approval of the public company's members in the manner set out in sections 217 to 227 of the Corporations Act; and

(b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The Directors are related parties of the Company and therefore the issue of Tranche 2 Placement Shares to the Directors or their nominees would constitute giving a financial benefit to related parties of the Company.

An exception to the requirement to seek shareholder approval to provide a financial benefit to related parties is set out in section 210 of the Corporations Act which provides that shareholder approval is not required if the benefit is provided to on terms that would be reasonable in the circumstances if the public company and the related party were dealing on arm's length terms.

The Directors have separately resolved (in the absence of the participating Director in each case) that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the that Director's participation in the Tranche 2 Placement because the Director will be participating in the Tranche 2 Placement on the same terms as non-related party participants in the Tranche 2 Placement and as such the giving of the financial benefit is on arm's length terms.

7. RESOLUTION 5 - APPROVAL FOR DIRECTOR PARTICIPATION IN TRANCHE 2 PLACEMENT - SIMON FARRELL

Resolution 5 seeks Shareholder approval for Simon Farrell or his nominee(s) to subscribe for up to 2,272,727 Tranche 2 Placement Shares under the Tranche 2 Placement.

The following information is provided for the purposes of Listing Rule 10.13:

(a) the Shares will be issued to Mr Farrell or his nominee(s);

(b) the maximum number of Shares to be issued under Resolution 5 is 2,272,727;

(c) the Shares will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules);

(d) Mr Farrell is a Director of the Company;

(e) the Shares will be issued at an issue price of $0.022 per Share;

(f) the Shares issued will be fully paid ordinary shares in the capital of the Company; and

(g) the funds raised will be used for the same purposes as all other funds raised under the Placement as set out in section 3 of this Explanatory Statement.

Where approval under Listing Rule 10.11 is sought, approval is not required under Listing Rule 7.1.

8. RESOLUTION 6 - APPROVAL FOR DIRECTOR PARTICIPATION IN TRANCHE 2 PLACEMENT - CHARLES CHEN

Resolution 6 seeks Shareholder approval for Charles Chen or his nominee(s) to subscribe for up to 2,272,727 Tranche 2 Placement Shares under the Tranche 2 Placement.

The following information is provided for the purposes of Listing Rule 10.13:

(a) the Shares will be issued to Mr Chen or his nominee(s);

(b) the maximum number of Shares to be issued under Resolution 6 is 2,272,727;

(c) the Shares will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules);

(d) Mr Chen is a Director of the Company;

(e) the Shares will be issued at an issue price of $0.022 per Share;

(f) the Shares issued will be fully paid ordinary shares in the capital of the Company; and

(g) the funds raised will be used for the same purposes as all other funds raised under the Placement as set out in section 3 of this Explanatory Statement.

Where approval under Listing Rule 10.11 is sought, approval is not required under Listing Rule 7.1.

9. RESOLUTION 7 - APPROVAL FOR DIRECTOR PARTICIPATION IN TRANCHE 2 PLACEMENT - IVAN TEO

Resolution 7 seeks Shareholder approval for Ivan Teo or his nominee(s) to subscribe for up to 2,272,727 Tranche 2 Placement Shares under the Tranche 2 Placement.

The following information is provided for the purposes of Listing Rule 10.13:

(a) the Shares will be issued to Mr Teo or his nominee(s);

(b) the maximum number of Shares to be issued under Resolution 7 is 2,272,727;

(c) the Shares will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules);

(d) Mr Teo is a Director of the Company;

(e) the Shares will be issued at an issue price of $0.022 per Share;

(f) the Shares issued will be fully paid ordinary shares in the capital of the Company; and

(g) the funds raised will be used for the same purposes as all other funds raised under the Placement as set out in section 3 of this Explanatory Statement.

Where approval under Listing Rule 10.11 is sought, approval is not required under Listing Rule 7.1.

10. RESOLUTION 8 - APPROVAL FOR DIRECTOR PARTICIPATION IN TRANCHE 2 OF PLACEMENT - OLLY CAIRNS

Resolution 8 seeks Shareholder approval for Olly Cairns or his nominee(s) to subscribe for up to 2,727,273 Tranche 2 Placement Shares under the Tranche 2 Placement.

The following information is provided for the purposes of Listing Rule 10.13:

(a) the Shares will be issued to Mr Cairns or his nominee(s);

(b) the maximum number of Shares to be issued under Resolution 8 is 2,727,273;

(c) the Shares will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules);

(d) Mr Cairns is a Director of the Company;

(e) the Shares will be issued at an issue price of $0.022 per Share;

(f) the Shares issued will be fully paid ordinary shares in the capital of the Company; and

(g) the funds raised will be used for the same purposes as all other funds raised under the Placement as set out in section 3 of this Explanatory Statement.

Where approval under Listing Rule 10.11 is sought, approval is not required under Listing Rule 7.1.

11. RESOLUTION 9 - APPROVAL FOR DIRECTOR PARTICIPATION IN TRANCHE 2 OF PLACEMENT - KAIJIAN CHEN

Resolution 9 seeks Shareholder approval for Kaijian Chen or his nominee(s) to subscribe for up to 2,727,273 Tranche 2 Placement Shares under the Tranche 2 Placement.

The following information is provided for the purposes of Listing Rule 10.13:

(a) the Shares will be issued to Mr Chen or his nominee(s);

(b) the maximum number of Shares to be issued under Resolution 9 is 2,727,273;

(c) the Shares will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules);

(d) Mr Chen is a Director of the Company;

(e) the Shares will be issued at an issue price of $0.022 per Share;

(f) the Shares issued will be fully paid ordinary shares in the capital of the Company; and

(g) the funds raised will be used for the same purposes as all other funds raised under the Placement as set out in section 3 of this Explanatory Statement.

Where approval under Listing Rule 10.11 is sought, approval is not required under Listing Rule 7.1.

12. RESOLUTIONS 10 AND 11 - REMOVAL AND APPOINTMENT OF AUDITOR

As announced on 27 September 2013, the Company received notices of intention (attached as Annexures A and B to this Explanatory Statement) made pursuant to Section 329(1A) of the Corporations Act in respect of removing William Buck Audit (WA) Pty Ltdas the Company's auditor and a request that a general meeting of the Company be held to move a resolution to that effect.

Pursuant to Section 329(2) of the Corporations Act, William Buck Audit (WA) Pty Ltd has received copies of the Notices of Intention and copies have been lodged with ASIC.

The Notices of Intention were served on the Company by members collectively holding more than 5% of the issued capital of the Company.

Under Section 329 of the Corporations Act, an auditor of a company may be removed from office by resolution at a general meeting of which two months' notice of intention to move the resolution has been given. This section also provides that if a company calls a meeting after the notice of intention has been given, the meeting may pass the resolution even though the meeting will be held less than two months after the notice of intention is given.

The Company provides the Notices of Intention to Shareholders in Annexure A to this Notice of Meeting and seeks approval to remove the auditor even though the meeting may be held less than two months after the Notices of Intention were given.

The Notices of Intention also nominated Bentleys Audit and Corporate (WA) Pty Ltd as the new auditor of the Company. Under Section 327D of the Corporations Act, the Company in general meeting may appoint an auditor to replace an auditor removed under Section 329 of the Corporations Act.

If William Buck Audit (WA) Pty Ltd is removed under Resolution 10, under Special Resolution 11, the Directors propose that Bentleys Audit and Corporate (WA) Pty Ltd be appointed as the Company's auditors, effective as at the close of the meeting. Bentleys Audit and Corporate (WA) Pty Ltd has given written consent to act as the Company's auditor in accordance with Section 328A(1) of the Corporations Act.

If Resolutions 10 and 11 are passed, the removal of William Buck Audit (WA) Pty Ltd and the appointment of Bentleys Audit and Corporate (WA) Pty Ltd will simultaneously take effect as at the close of the General Meeting the subject of this Notice of Meeting.

GLOSSARY

The following terms have the following meanings in this Explanatory Statement:

"AIM" means the AIM market operated by the London Stock Exchange plc;

"ASX" means ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited;

"Board" means the board of Directors;

"Company" means Vmoto Limited ABN 36 098 455 460;

"Constitution" means the constitution of the Company;

"Corporations Act" means the Corporations Act 2001 (Cth);

"CREST" means the relevant system (as defined in the CREST Regulations) in respect of which Euroclear UK & Ireland Limited is the operator (as defined in the CREST Regulations);

"CREST Regulations" means the Uncertificated Securities Regulations 2001 of the UK;

"Depositary Interests" means the depositary interests representing Shares which may be traded through CREST in uncertificated form;

"Depositary Interest holders" means the holders of Depositary Interests;

"Director" means a director of the Company;

"Explanatory Statement" means this Explanatory Statement accompanying this Notice;

"Meeting" means the general meeting the subject of this Notice;

"Notice" or "Notice of Meeting" means this notice of general meeting;

"Placement" means the placement announced by the Company on 2 October 2013 comprising the Tranche 1 Placement and the Tranche 2 Placement

"Resolution" means a resolution the subject of the Notice;

"Share" means an ordinary fully paid share in the issued capital of the Company;

"Shareholder" means a shareholder of the Company;

"Trading Day" means a day determined by ASX to be a trading day in accordance with the Listing Rules;

"Tranche 1 Placement" means a placement of 54,545,455 Shares at an issue price of $0.022 per Share announced on 2 October 2013 to raise $1.2 million;

"Tranche 2 Placement" means a proposed placement of up to 172,727,273 Shares at an issue price of $0.022 per Share to raise up to $3.8 million;

"Tranche 1 Placement Shares" means the Shares issued under the Tranche 1 Placement;

"Tranche 2 Placement Shares" means the Shares proposed to be issued under the Tranche 2 Placement;

"VWAP" means volume weighted average price; and

"WST" means Australian Western Standard Time.

ANNEXURE A

To: The Board of Directors

Vmoto Limited

Ground Floor, 83 Havelock Street

WEST PERTH WA 6005

Dear Sirs

NOMINATION OF BENTLEYS AUDIT AND CORPORATE (WA) PTY LTD

I, Yiting Chen, being a shareholder of Vmoto Limited ("Company") hereby request that a general meeting of the Company be held at the first available time, and in any event no later than two months from the date of this notice, to consider and if though fit pass resolutions that:

1. William Buck Audit (WA) Pty Ltd be removed as auditor of the Company; and

2. Bentleys Audit and Corporate (WA) Pty Ltd be appointed as the new auditor of the Company.

Signed:

_______________________

Yiting Chen

Shareholder of Vmoto Limited

Dated: 25 September 2013

ANNEXURE B and C

These annexures will be available to view on the Company's website at http://www.vmoto.com/

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