WONDERFUL CHRISTMAS !!!

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of TRANSCU GROUP LIMITED (the " Company" ) will be held at Lavender III Room, Hotel Fort Canning, 11 Canning Walk, Singapore 178881, on 20 November 2013 at 10:00 AM for the purpose of considering, and if thought fit, passing, with or without modifications, the following ordinary resolutions:

All capitalized terms in this Notice which are not defined herein shall have the same meaning ascribed to them in the circular dated 4 November 2013 to Shareholders (" Circular" ).

ORDINARY RESOLUTION 1:

THE PROPOSED ISSUE OF 1.0% EQUITY LINKED REDEEMABLE STRUCTURED CONVERTIBLE NOTES DUE 2016 WITH AN AGGREGATE PRINCIPAL AMOUNT OF UP TO S$50,000,000 COMPRISING THREE TRANCHES TO ADVANCE OPPORTUNITIES FUND

THAT approval be and is hereby given to the Directors:

(a)                to create and issue to Advance Opportunities Fund (the " Subscriber" ) 1.0% equity linked redeemable structured convertible notes (" Notes" ) due 2016 with an aggregate principal amount of up to S$50,000,000 in three tranches of principal amounts of S$15,000,000 (" Tranche 1 Notes" ), S$15,000,000 (" Tranche 2 Notes" ) and S$20,000,000 (" Tranche 3 Notes" ) respectively, each comprising sub-tranches of (i) Tranche 1 Notes comprising 15 equal sub-tranches of S$1,000,000 each (ii) Tranche 2 Notes comprising ten (10) equal sub-tranches of S$1,500,000 each and (iii) Tranche 3 Notes comprising ten (10) equal sub-tranches of S$2,000,000 each, such Notes to be convertible, at the option of the holder thereof, into new ordinary shares of the Company (the " Conversion Shares" ) at a conversion price (the " Conversion Price" ) determined in accordance with the terms and conditions of the Notes and subject to such adjustments as the terms and conditions of Notes may provide and on such other terms and conditions as the Directors may decide and

(b) to take such steps, make such amendments to the terms and conditions of the Notes or to any documents and exercise such discretion as they may from time to time deem fit, advisable, desirable, expedient or necessary to give full effect to this Resolution 1.

ORDINARY RESOLUTION 2:

THE PROPOSED ALLOTMENT AND ISSUE OF THE CONVERSION SHARES TO THE SUBSCRIBER OR SUCH HOLDERS OF THE NOTES

THAT subject to and contingent upon the passing of Resolution 1, approval be and is hereby given to the Directors: (a)    to allot and issue:

i.              such number of Conversion Shares as may be required or permitted to be allotted or issued on the conversion of the Notes, to the holders of the Notes on the conversion thereof, subject to and otherwise in accordance with the terms and conditions of the Notes, whereby such Conversion Shares shall rank pari passu in all respects with the then existing shares of the Company except for any dividend, rights, allotment or other distributions the record date for which is before the relevant conversion date of the Notes and

ii.            on the same basis as paragraph (a)(i) above, such further Conversion Shares as may be required to be allotted and issued on the conversion of any of the Notes upon the adjustment of the Conversion Price in accordance with the terms and conditions of the Notes and

(b)                to take such steps, make such amendments, alterations or modifications to any documents and exercise such discretion as they may from time to time deem fit, advisable, desirable, expedient or necessary to give full effect to this Resolution 2.

ORDINARY RESOLUTION 3: THE PROPOSED ALLOTMENT AND ISSUE OF THE COMMITMENT SHARES TO THE SUBSCRIBER THAT subject to and contingent upon the passing of Resolution 1, approval be and is hereby given to the Directors:

(a)                to allot and issue new ordinary shares of the Company to the Subscriber in satisfaction of the commitment fees in relation to the Proposed Issue (" Commitment Shares" )  equivalent to (i) S$150,000 in respect of Tranche 1 (ii) S$150,000 in respect of Tranche 2 Notes and (iii) S$200,000 in respect of Tranche 3 Notes, at the Commitment Issue Price, pursuant to which such Commitment Shares shall rank pari passu in all respects with the then existing shares of the Company except for any dividend, rights, allotment or other distributions the record date for which is before the relevant date of issuance of the Commitment Shares and

(b)                to take such steps, make such amendments, alterations or modifications to any documents and exercise such discretion as they may from time to time deem fit advisable, desirable, expedient or necessary to give full effect to this Resolution 3.

ORDINARY RESOLUTION 4:

THE PROPOSED ALLOTMENT AND ISSUE OF THE CONVERSION SHARES AND THE COMMITMENT SHARES TO THE SUBSCRIBER CONSTITUTING THE TRANSFER OF A CONTROLLING INTEREST IN THE COMPANY TO THE SUBSCRIBER PURSUANT TO RULE 803 OF THE LISTING MANUAL

THAT subject to and contingent upon the passing of Resolutions 1, 2 and 3, approval be and is hereby given to the Directors:

(a)                allot and issue the Conversion Shares and the Commitment Shares to the Subscriber subject to, and in accordance with the terms and conditions of the Subscription Agreement and the terms and conditions of the Notes, such issuance of Conversion Shares and Commitment Shares to the Subscriber constituting the transfer of a controlling interest in the Company to the Subscriber pursuant to Rule 803 of the Listing Manual and

(b)                to take such steps, make such amendments, alterations or modifications to any documents and exercise such discretion as they may from time to time deem fit, advisable, desirable, expedient or necessary to give full effect to this Resolution 4.

BY ORDER OF THE BOARD

TRANSCU GROUP LIMITED

Lawrence Rikio Komo Executive Director and Chief Executive Officer

4 November 2013