HIRO METAVERSE ACQUISITIONS I S.A.

(A public limited liability company (société anonyme) incorporated and existing under the laws of the Grand

Duchy of Luxembourg)

CONVENING NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the Company will be held at

11.00 a.m. (CEST) at Etude Notaire Me Marc Elvinger, 2 Pl. de l'hotel de ville, 9087 Ettelbruck, Grand

Duchy of Luxembourg, on 5 May 2023 to consider and, if thought fit, passing the following resolution.

This Notice of Meeting concerns matters described in a circular to Shareholders of the Company dated 4 April 2023 (the "Circular"). Words and expressions defined in the Circular have the same meaning when used in this Notice of Meeting.

To approve the Business Combination Extension

TO:

  1. amend the Articles of Association by:
    1. Amending Article 1 by deleting the following definitions in their entirety:
      1. "Additional Escrow Amount Overfunding"; and
      2. "Additional Overfunding Shares";
    2. Amending Article 1 by deleting the definition of "Business Combination Deadline" and replacing with the following:
      "Business Combination Deadline means 7 February 2024";
    3. Amending Article 1 by deleting the words "and any Additional Escrow Account Overfunding" at the end of the definition of "Escrow Account";
    4. Amending Article 10.4 by:
      1. deleting the words "and any Additional Escrow Account Overfunding" following the words "(including the amounts contributed by the Sponsor pursuant to the Escrow Account Overfunding"; and
      2. deleting the words "and/or any Additional Overfunding Shares" following the words "(excluding any Shares held in treasury and/or the Initial Overfunding Shares";
    5. Amending Article 10.5 by deleting the words "and any Additional Overfunding Shares" following the words "For the avoidance of doubt, the Sponsor Shares, the Initial Overfunding Shares";
    6. Amending Article 10.11 by:
      1. deleting the words "and any Additional Escrow Account Overfunding" following the words "(including the amounts contributed by the Sponsor pursuant to the Escrow Account Overfunding"; and
      2. deleting the words "and/or any Additional Overfunding Shares" following the words "(excluding any Shares held in treasury and/or the Initial Overfunding Shares"; and
    7. Amending Article 28.2 by:
      1. deleting the words "and any Additional Escrow Account Overfunding" following the words "(including the amounts contributed by the Sponsor pursuant to the Escrow Account Overfunding";
    1. deleting the words "and/or any Additional Overfunding Shares" following the words "(excluding any Shares held in treasury and/or the Initial Overfunding Shares"; and
    2. deleting the words "and/or any Additional Overfunding Shares" following the words "(excluding any Shares held in treasury and/or the Initial Overfunding Shares"; and
  1. making all corresponding amendments to the above in the French language version of the Articles of Association;

and

  1. approve and ratify all actions undertaken by the Directors and all documents entered into, or to be entered into, by the Company in connection with, or otherwise related to, the Business Combination Extension (including in respect of any potential conflict of interest).

BY ORDER OF THE BOARD

Sir Ian Livingstone

Chairman

4 April 2023

Hiro Metaverse Acquisitions I S.A.

Incorporated in Luxembourg

Registered Address:

17, Boulevard F.W. Raiffeisen,

L-2411 Luxembourg

R.C.S. Luxembourg, B259488

Additional Notes to the Notice of the Extraordinary General Meeting

1. Available information and documentation

The following documents are made available by the Company for the purpose of the EGM on the Company's website (Home - Hiro Metaverse Acquisitions I) from the publication of this convening notice:

  • this convening notice;
  • the full text of the draft resolutions in relation to each of the items included in the agenda to be adopted at the Extraordinary General Meeting;
  • the Special Proxy Form to be used to vote by proxy or to vote by post, respectively.

Shareholders may obtain without charge a copy of the full text of any of the above documents upon request to JTC Corporate Services (Luxembourg) S.à r.l. as duly mandated domiciliation agent of the Company ("JTC") by sending a mail, fax or e-mail at the addresses detailed in section A. 6 of this convening notice.

  1. Quorum and majority requirements
    In accordance with article 13.32 of the Articles of the Company, an EGM may only amend the Articles if no less than fifty per cent (50%) of the issued share capital is represented and the agenda indicates the proposed amendments to the Articles, including the text of any proposed amendment to the Company's object or form. A resolution to amend the Articles must be adopted by a majority of at least two-thirds of the votes validly cast.
  2. Total number of shares and voting rights
    At the time of convening the Extraordinary General Meeting, the Company's registered capital amounts
    GBP 156,417.20 represented by 11,845,000 Public shares (Class A ordinary shares) without nominal value and 2,875,000 Sponsor shares (Class B ordinary shares) without nominal value.
    Each share entitles its holder to one vote, so that the total number of possible votes at the time of convening the Extraordinary General Meeting of the Company is 14,720,000.
  3. Additional important information for shareholders

4.1. Exercise of voting rights

Shareholders are hereby informed that the exercise of voting rights is exclusively reserved to such persons that were shareholders on the Record Date and who have adhered to the voting instruction set out in this convening notice.

Transfer of shares after the Record Date is possible subject to usual transfer limitations, as applicable. However, alterations (either positive or negative) of the number of shares owned by the shareholder after

the Record Date will have no impact on the voting rights of that shareholder at the Extraordinary General Meeting.

Likewise, any transferee having become owner of the shares after the Record Date has no right to vote at the Extraordinary General Meeting.

4.2. Rights of shareholders to request additional items to the agenda

In accordance with article 13.15 to 13.17 of the Articles of the Company, the shareholders holding individually or jointly at least five per cent (5%) of the issued share capital of the Company are entitled to

(i) request the addition of items to the agenda of the Extraordinary General Meeting and (ii) submit draft resolutions for items included or to be included on the agenda of the Extraordinary General Meeting.

Such requests must:

  1. be in writing and sent to the Company by post or electronic means to the address, fax number or email address of JTC detailed in note 5 of this convening notice (with a copy to the Company at the following address: 17 Boulevard F.W. Raiffeisen, L-2411 Luxembourg) and be accompanied by a justification or draft resolution to be adopted in the General Meeting;
  2. include the postal or email address to which the Company may confirm receipt of the request; and
  3. be received by the Company by 13 April 2023 at the latest.

Where the requests entail a modification of the agenda for the Extraordinary General Meeting already communicated to the shareholders, the Company will publish a revised agenda on 20 April 2023 the latest.

The results of the vote will be published on the Company's website (Home - Hiro Metaverse Acquisitions I) within fifteen (15) days following the Extraordinary General Meeting.

4.3. Ability to ask questions before and during the Extraordinary General Meeting

Shareholders who wish to exercise their right to ask questions related to the items on the agenda of the Extraordinary General Meeting must submit their questions by e-mail to Hiro.cosec@jtcgroup.com at least five (5) business days prior to the Extraordinary General Meeting together with evidence of share ownership on the Record Date.

The right for shareholders to ask questions is subject to the condition of the question having been submitted in the form and within the delay as specified above. Every shareholder shall also have the right to ask questions related to items on the agenda of the general meeting during such meeting.

The Company will respond on a best effort basis to the questions with respect to the Extraordinary General Meeting, in particular respecting the good order of the Extraordinary General Meeting as well as the protection of confidentiality and business interests of the Company. The Company may provide one overall answer to the questions having the same content. An answer shall be deemed to be given if the relevant information is available on the Company's website in a question and answer format or by the mere reference by the Company to its website.

5. Contact details of JTC

The contact details of the agent duly mandated by the Company to receive the Proxy Forms, proposals of additional agenda items and proposed resolutions pursuant to this convening notice are as follows:

JTC Corporate Services (Luxembourg) S.à r.l.

17, Avenue F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg Tel: +352 26 34 36 - 29 / 32 / 43

Email: Hiro.cosec@jtcgroup.com

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Hiro Metaverse Acquisitions I SA published this content on 03 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 April 2023 22:16:10 UTC.