All Asia Asset Capital : Circular convening Extraordinary General Meeting

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or as to the action you should take, you are recommended to immediately seek your own independent financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended), if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser in a territory outside the United Kingdom.

If you have sold or otherwise transferred all of your holding of ordinary shares of no par value each of All Active Asset Capital Limited (Company) (Ordinary Shares), please forward this document, together with the accompanying Form of Proxy or Form of Instruction, as soon as possible to the purchaser or transferee or to the stockbroker, bank manager or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. However, such documents should not be distributed, forwarded to or transmitted in or into, any jurisdiction in which such act would constitute a violation of the relevant laws or regulations in such jurisdiction. If you have sold or otherwise transferred only part of your holding of Ordinary Shares, you should retain these documents and consult the stockbroker, bank manager or other agent through whom the sale or transfer was effected.

This document does not constitute and shall not be construed as an offer or solicitation to the public in the British Virgin Islands to subscribe for Ordinary Shares or depositary interests representing Ordinary Shares. Neither Ordinary Shares nor depositary interests representing Ordinary Shares shall be acquired for the account or benefit of any person who is a resident of, or who is domiciled in, the British Virgin Islands, other than a Business Company incorporated in the British Virgin Islands that is not resident in the British Virgin Islands, nor to a custodian, nominee or trustee of any such person

ALL ACTIVE ASSET CAPITAL LIMITED

(Incorporated and registered in the British Virgin Islands with registered number 1733571)

Proposed Placing, Acquisition and Exercise of Option

Proposed cancellation of admission of Ordinary Shares to trading on AIM

Notice of Extraordinary General Meeting

Notice of an Extraordinary General Meeting of the Company, to be held at the offices of Fladgate LLP, 16 Great Queen Street, London WC2B 5DG at 10.00 a.m. on 19 July 2021, is set out at the end of this document. All shareholders are urged to complete, sign and return the enclosed Form of Proxy or Form of Instruction, as applicable, whether or not they intend to be present at the meeting, in accordance with the instructions printed thereon. To be valid, Forms of Proxy or Forms of Instruction, as applicable, and any power of attorney or other authority under which they are signed must be lodged with Computershare Investor Services plc, The Pavilions, Bridgewater Road, Bristol BS99 6ZY by no later than 10.00 a.m. on 15 July 2021 in the case of a Form of Proxy and by no later than 10.00 a.m. on 14 July 2021 in the case of a Form of Instruction.

Completion and return of a Form of Proxy or Form of Instruction will not preclude members of the Company or Depositary Interest Holders, as appropriate, from attending and voting at the EGM should they so wish. Depositary Interest Holders wishing to attend the EGM should contact the Depositary as per the instructions on the Form of Instruction.

A summary of the action to be taken by Shareholders is set out on page 12 and in the Notice of Extraordinary General Meeting set out at the end of this document.

Neither the contents of the Company's website, nor any website directly or indirectly linked to the Company's website, are incorporated in, or form part of, this document.

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	CONTENTS
	Page
Definitions	3
Letter from the Non-Executive Chairman	5
Notice of Extraordinary General Meeting	14

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DEFINITIONS

The following definitions apply throughout this document and in the accompanying Notice of Extraordinary General Meeting, Form of Proxy and Form of Instruction, unless the context requires otherwise:

AAQUA	AAQUA B.V. (incorporated in Netherlands with registered
	number 78660599) the registered address of which is at
	Gustav Mahlerplein 2, 1082 MA Amsterdam, The
	Netherlands.
AAQUA Option	the Company's option over new shares in AAQUA granted in
	the agreement dated 17 December 2020 made between the
	Company and AAQUA and as announced on 18 December
	2020.
Acquisition	the proposed acquisition by the Company of at least 75% of
	the entire issued share capital of Sentiance.
Acquisition Agreement	the restated share purchase agreement entered into between
	the shareholders of Sentiance and MESH.
AIM	the AIM market operated by London Stock Exchange.
AIM Rules	the AIM Rules for Companies and guidance notes, as
	published by the London Stock Exchange from time to time.
Assignment Agreement	the agreement (otherwise known as the primary agreement)
	dated 1 July 2021 made between the Company, MESH,
	AAQUA and Sentiance.
Board or Directors	the directors of the Company as at the date of this document
	whose names are set out on page 5 of this document.
Business Day	a day (other than a Saturday, Sunday or public holiday in
	England) when banks in London are open for general
	commercial business.
Cancellation	the proposed cancellation of admission of the Ordinary
	Shares to trading on AIM subject to passing of the
	Cancellation Resolution and in accordance with Rule 41 of the
	AIM Rules.
Cancellation Resolution	Resolution number 1 to be proposed at the Extraordinary
	General Meeting.
Company or AAA	All Active Asset Capital Limited (registered in the British Virgin
	Islands with number 1733571) and with its registered office
	c/o Codan Trust Company (B.V.I.) Ltd., Commerce House,
	Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British
	Virgin Islands, VG1110.
Conditional Placing	the placing of 168,750,000 new Ordinary Shares on the terms
	of the Placing Agreement, which is expected to complete on
	or before 28 October 2021.
CREST	the relevant system (as defined in the CREST Regulations) in
	respect of which Euroclear is the operator (as defined in the
	CREST Regulations).

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Depository Interests	depositary interests issued by the depositary, Computershare
	Investor Services PLC, each representing one Ordinary
	Share.
EGM or Extraordinary General	the Extraordinary General Meeting of the Company, convened
Meeting	for 10.00 a.m. on 19 July 2021, or any adjournment thereof,
	notice of which is set out at the end of this document.
Firm Placing	the placing of 18,750,000 new Ordinary Shares on the terms
	of the Placing Agreement, which is expected to complete on
	or before 30 July 2021.
Form of Instruction	the form of instruction for use by holders of Depositary
	Interests in connection with the Extraordinary General
	Meeting enclosed with this document.
Form of Proxy	the form of proxy for use in connection with the Extraordinary
	General Meeting enclosed with this document.
Matched Bargain Facility	the unregulated match bargain trading platform which the
	Company intends to implement for conducting transactions in
	the Ordinary Shares following Cancellation.
MESH	MESH Holdings PLC (registered in England with number
	03904514) whose registered office is at 27/28 Eastcastle
	Street, London W1W 8DH.
Notice of EGM	the formal notice convening the EGM as set out in this
	document.
Ordinary Shares	ordinary shares of no par value of the Company from time to
	time.
Placing Agreement	the agreement dated 1 July 2021 made between the
	Company and Oberon Investments Limited.
Placing Shares	the 18,750,000 new Ordinary Shares to be issued pursuant to
	the Firm Placing and the 168,750,000 new Ordinary Shares to
	be issued pursuant to the Conditional Placing.
Regulatory Information Service	has the meaning given in the AIM Rules.
Resolutions	the resolutions to be proposed at the Extraordinary General
	Meeting as set out in the Notice of EGM at the end of this
	document.
second screen experience	the laptop, tablet, or mobile device that someone uses while
	watching television in order to deepen the experience.
Sentiance	Sentiance, a limited liability company (NV) incorporated,
	organized and existing under the laws of Belgium, with
	registered office at Korte Lozanastraat 20-26, 2018
	Antwerpen, Belgium, and registered with the Crossroads
	Bank for Enterprises with number 0473.127.002.
Shareholder(s)	a person(s) who is/are registered as a holder(s) of Ordinary
	Shares from time to time.

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LETTER FROM THE CHAIRMAN

ALL ACTIVE ASSET CAPITAL LIMITED

(Incorporated and registered in the British Virgin Islands with registered number 1733571)

Directors:	Registered office:
James Normand (Non-Executive Chairman)	c/o Codan Trust Company (B.V.I.) Ltd.
Rodger Sargent (Executive Director)	Commerce House
Simon Grant-Rennick (Non-Executive Director)	Wickhams Cay 1
P.O. Box 3140
Colin McQuade (Non-Executive Director)
Road Town
	Tortola
	British Virgin Islands
	VG1110
	2 July 2021

To Shareholders and holders of Depositary Interests and, for information purposes only, the holders of options or warrants over Ordinary Shares

Dear Sir / Madam

Placing raising £15 million at 80p per share

Conditional Placing to raise a further £135 million at 80p per share

Agreement to acquire at least 75% of Sentiance N.V.

Intention to exercise €119 million balance of the AAQUA Option

Notice of Extraordinary General Meeting

Proposed cancellation of admission to trading on AIM

1. Introduction

Further to the Company's announcements made on 16 June 2021 and today, the Directors are pleased to provide further details of a number of inter-connected matters:

• a Firm Placing of 18.75 million new Ordinary Shares to raise £15 million at £0.80 per share;
• a Conditional Placing of 168.75 million new Ordinary Shares to raise £135 million at £0.80 per share;
• the Company's entry into an agreement whereby it will acquire at least 75% of Sentiance and allot and issue 500 million new Ordinary Shares to MESH (or as MESH directs);
• its intention to exercise the balance of the AAQUA Option; and
• the proposed Cancellation of the admission of the Ordinary Shares to trading on AIM.

Implementation of the Conditional Placing, the Acquisition and Cancellation are conditional on the Resolutions being passed at the Company's EGM, to be held at 10.00 a.m. on 19 July 2021 at the offices of Fladgate LLP, 16 Great Queen Street, London WC2B 5DG. The Notice of EGM, containing the full text of the Resolutions, is set out at the end of this document. Subject to the Cancellation Resolution being passed at the EGM, it is anticipated that the Cancellation will become effective at 7.00 a.m. on 30 July 2021.

The purpose of this document is to provide Shareholders with information on the background to and reasons for the Placing, the Acquisition and the Cancellation, explain the consequences of the Cancellation and why the Directors unanimously consider the Cancellation to be in the best interests of the Company and its Shareholders as a whole and seek Shareholders' approval for the Resolutions.

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