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V2 Ventures Plc (HYE)

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Friday 23 March, 2012

V2 Ventures Plc

Notice of General Meeting


                                V2 VENTURES PLC                                
                       ("V2 Ventures" or the "Company")                        

                           Notice of General Meeting                           

The Company announces that notice has been sent to Shareholders convening a
General Meeting of the Company to be held at South West Suite, 3rd Floor, Royal
London House, 22-25 Finsbury Square, London, EC2A 1DX, on 16 April 2012 at
10.00 am.

A summary of the resolutions to be proposed at the General Meeting is set out
below:

Resolution 1, which will be proposed as an ordinary resolution, seeks approval
of the appointment of Daniel Edelman to the Board of the Company;

Resolution 2, which will be proposed as an ordinary resolution, seeks approval
of the appointment of Michelle Wong to the Board of the Company;

Resolution 3, which will be proposed as an ordinary resolution, seeks approval
of the appointment of Mike Chan to the Board of the Company;

Resolution 4, which will be proposed as an ordinary resolution, to authorise
the Directors to allot relevant securities in the manner contained in the
notice of the General Meeting;

Resolution 5, which will be proposed as a special resolution and is subject to
the passing of resolution 4, seeks to grant the Directors the power to
dis-apply statutory pre-emption rights over certain shares; and

Resolution 6, which will be proposed as a special resolution, seeks approval
for the adoption of the new Articles of Association of the Company.

A copy of the Notice and form of Proxy are available on the PLUS website:

http://www.plus-sx.com/companies/plusCompanyDetail.html?securityId=10495

The letter from Peter Holmes, Executive Director and Paul Rewrie, Non-Executive
Director, of the Company which is included in the Notice of the General Meeting
is set out below. Save where capitalised terms are expressly defined in this
announcement, all words and phrases defined in the Document shall have the same
meaning when used in this announcement, except where the context otherwise
requires.

The Directors of the issuer accept responsibility for this announcement.

                                  ---ENDS---                                   

Enquiries:

V2 VENTURES PLC
Peter Holmes
+44 203 384 3640

RIVINGTON STREET CORPORATE FINANCE
Fungai Ndoro / Eran Zucker
Tel: +44 20 7562 3373

The following information has been extracted without material adjustment from
the Notice:

Dear Shareholders,

General Meeting

The Notice convening the General Meeting is set out on pages 10 and 11 of this
document at which the Resolutions will be proposed. A summary of the
Resolutions is set out below:

Resolution 1, which will be proposed as an ordinary resolution, seeks approval
of the appointment of Daniel Edelman to the Board of the Company;

Resolution 2, which will be proposed as an ordinary resolution, seeks approval
of the appointment of Michelle Wong to the Board of the Company;

Resolution 3, which will be proposed as an ordinary resolution, seeks approval
of the appointment of Mike Chan to the Board of the Company;

Resolution 4, which will be proposed as an ordinary resolution, to authorise
the Directors to allot relevant securities in the manner contained in the
notice of the General Meeting;

Resolution 5, which will be proposed as a special resolution and is subject to
the passing of resolution 4, seeks to grant the Directors the power to
dis-apply statutory pre-emption rights over certain shares; and

Resolution 6, which will be proposed as a special resolution, seeks approval
for the adoption of the new Articles of Association of the Company.

Appointment of New Directors (Resolutions 1, 2 and 3)

Pursuant to Resolutions 1, 2 and 3, which will be proposed at the General
Meeting, Daniel Edelman, Wong Bi Fah (from here on known as "Michelle Wong")
and Kor Seng Tan (from here on known as "Mike Chan"), will be appointed as
directors of the Company. Following approval of the Proposals at the General
Meeting, Mr. Paul Rewrie will resign as director of the Board. Subject to the
passing of Resolutions 1, 2 and 3, and immediately following the General
Meeting, the new Board of the Company will consist of Peter Holmes, Daniel
Edelman, Michelle Wong and Mike Chan.

Mr. Daniel Edelman has spent most of his career in the City as a market-maker,
first at Cazenove & Co (1986-1998) and then at Durlacher Ltd (1998-2004). In
May 2005, he joined Merchant Capital Ltd specialising in fundraisings both on
and off the regulated exchanges. In 2008 he was a co-founder of CarbonDesk
where he is director, in charge of compliance and new business development.

As well as that of the Company, Daniel Edelman holds or has held the following
directorships or has been a partner in the following partnerships within the
five year period prior to this Circular:

Current Directorships / Partnerships   Past Directorships                  
                                                                           
CarbonDesk Limited (In Administration) Greyhound Energy Markets Limited    
                                                                           
CarbonDesk Group Plc                   Merchant House Group Plc            
                                                                           
CarbonDesk Capital Limited             Merchant House Limited              
                                                                           
Entropy Environmental Limited          New Hill Limited                    
                                                                           

Daniel Edelman was a director of CarbondDesk Limited which entered into a
Company Voluntary Arrangement on 3 November 2011.

Michelle Wong is the founder and executive director of, Laboratoires Dom AVMM
(Suisse) Inc a regenerative medicine and cellular therapy company. (Lab Dom).
With its global headquarters in Geneva, Switzerland and regional headquarters
in Kota Kinabalu, Malaysia, Lab Dom is an established provider of precursor
stem cell, organ-specific cell, placental extract and botanical cell products.
Equipped with an accounting background, Michelle Wong currently holds multiple
postgraduate qualifications in Nutrition and Aesthetic Science from
professional bodies. She is a fervent advocate of integrating modern
regenerative modalities with non-invasive naturopathic treatments to engender
holistic therapeutic results for patients. Michelle Wong was conferred a
director of Philosophy in International Marketing by an American University in
November, 2011 with its convocation recently held at University Kebangsaan
Malaysia on the 28 November 2011.

As well as that of the Company, Michelle Wong holds or has held the following
directorships or has been a partner in the following partnerships within the
five year period prior to this Circular:

Current Directorships / Partnerships   Past Directorships                  
                                                                           
Lab Dom(Asia) SA                                                           
                                                                           
Laboratories Dom AVMM (Suisse) Inc.                                        
                                                                           
Vogue Marketing International Inc.                                         
                                                                           
Fetal Cell Technologies International                                      
Inc.                                                                       
                                                                           
Fetal Cell Technologies International                                      
(M) SDN                                                                    
                                                                           
The International Association of Stem                                      
Cell Transplantation Inc.                                                  
                                                                           
Lab Dom(Suisse) SA                                                         
                                                                           
MF3 SA                                                                     

Mike Chan began his career in the emerging industry of regenerative medicine
and cellular therapy in Geneva in 1987, convinced that the holistic integration
of innovative medicine and conventional approaches was the new way forward.
Mike Chan is the Founder and executive director of the regenerative medicine
and cellular therapy company, Laboratoires Dom AVMM (Suisse) Inc. Mike was
conferred a Doctor of Philosophy in Business Administration by an American
University in September 2011 with its convocation recently held at Universiti
Kebangsaan Malaysia on 28th November 2011.

As well as that of the Company, Mike Chan holds or has held the following
directorships or has been a partner in the following partnerships within the
five year period prior to this Circular:

Current Directorships / Partnerships   Past Directorships                  
                                                                           
Laboratories Dom AVMM (Suisse) Inc.                                        
                                                                           
Vogue Marketing International Inc.                                         
                                                                           
Fetal Cell Technologies International                                      
Inc.                                                                       
                                                                           
The International Association of Stem                                      
Cell Transplantation Inc.                                                  
                                                                           
Lab Dom(Suisse) SA                                                         
                                                                           
MF3 SA                                                                     

Mr. Chan was adjudged bankrupt in 1991 by Kuala Lumpur Courts in Malaysia, for
credit card default for outstanding debt of approximately RM 37,000 (£8,000).
Mike was fully discharged in 2002, upon settlement of the outstanding debt.

Authority to allot shares and disapplication of pre-emption rights (Resolution
4 and 5)

On 30 January 2012 the Company announced that it has issued GBP575,000 nil
coupon, convertible loan notes 2013 ("Loan Notes") to new investors in the
Company, Michelle Wong and Mike Chan (Wong Bi Fah and Tan Kor Seng). The Loan
Notes are convertible at 2.2053 pence a share and upon full conversion, would
equate to 26,073,550 ordinary shares of 1p in V2 Ventures. In order to enable
the new investors to convert the Loan Notes into ordinary shares in the
Company, it is necessary for the Company to increase its authority to issue new
shares and dis-apply pre-emption rights. The net proceeds of this investment
will be used to provide working capital for the Company going forward. In view
of the modest capital base of the Company, Resolution 4 seeks the authority to
allot shares up to a nominal value of £50,000,000. It is proposed, in
Resolution 5, that the Directors should be able to allot shares amounting to an
aggregate nominal amount of £50,000,000 other than on a pre-emptive basis.

In the event of any conversion of these Loan Notes and consequentially,
Michelle Wong and Mike Chan's shareholding increasing above 29.9%, further
conversion of Loan Notes into ordinary shares will be subject to Takeover Panel
approval. Under Rule 9 of the Takeover Code, Michelle Wong and Mike Chan will
have to make a mandatory offer for the remaining shares in the Company, apply
for a dispensation from the Takeover Panel or not exercise its right to further
shares in the Company unless its shareholding remains under 29.9%.

Section 561 of the 2006 Act contains pre-emption rights that require all equity
shares which it is proposed to allot for cash to be offered to existing
shareholders in proportion to existing shareholdings, unless a special
resolution is passed to disapply such rights. Such rights do not apply to an
issue other than for cash, such as an issue in consideration of an acquisition.
The Directors believe that these requirements are too restrictive and it is
proposed, in Resolution 5, that the Directors should be able to allot shares
amounting to an aggregate nominal amount of £50,000,000 other than on a
pre-emptive basis.

In each case, the authority conferred shall expire fifteen months after the
passing of this resolution or at the conclusion of the next annual general
Meeting of the Company following the passing of this resolution, whichever
occurs first. The New Board intends to raise additional funds for the Company
following General Meeting subject to the resolutions being approved by
Shareholders.

Adoption of New Articles (Resolution 6)

The New Articles have been updated to incorporate changes introduced by the
Act. On 1st October 2009, all the provisions of the memorandum of association
of the Company other than the subscription clause, including the objects clause
and share capital clause became incorporated into the Company's Articles,
pursuant to the Act. Companies incorporated under the Act will not, unless
special provision is made have any objects clause (their activities being
unrestricted) or any limitation on the number of shares they may issue, and the
prevailing market practice is for companies incorporated prior to the
introduction of the Act to follow suit. Notwithstanding that the share capital
is unlimited; the Directors cannot allot any shares without authority from the
shareholders to do so. The proposed resolution therefore deletes from the
Articles all the provisions carried over from the memorandum of association,
except those provisions setting out the name of the company, and adopts the New
Articles which comply fully with the Act. A copy of the New Articles will be
available for inspection at the Company's office, 31 Harley Street, London, W1G
9QS.

Action to be taken

Shareholders will find a Form of Proxy enclosed for use at the General Meeting.
Whether or not you intend to be present at the General Meeting, you are
requested to complete and return the Form of Proxy in accordance with the
instructions printed thereon as soon as possible. To be valid, completed Forms
of Proxy must be received at the Company's registered address, 31 Harley
Street, London, W1G 9QS, not later than 10.00am 14 April 2012, being 48 hours
before the time appointed for holding the General Meeting. Completion of the
Form of Proxy will not preclude you from attending and voting at the General
Meeting in person if you so wish.

Recommendation

The Directors consider the Proposals to be fair and reasonable and in the best
interests of the Company and its Shareholders as a whole and therefore
recommend that you vote in favour of the Resolutions.

Yours sincerely

Peter Holmes                           Paul Rewrie                           
                                                                             
Executive Director                     Non-Executive Director

a d v e r t i s e m e n t