VS MEDIA Holdings Ltd

NOTICE OF EXTRAORDINARY GENERAL MEETING OF MEMBERS

NOTICE IS HEREBY GIVEN that you are cordially invited to attend the extraordinary general meeting (the "Extraordinary Meeting") of shareholders of VS MEDIA Holdings Limited, a British Virgin Islands business company limited by shares (the " Company ," " we ," "us" or "our") to be held on October 9, 2026, at 10:00 a.m., Singapore time, at 3 International Business Park #03-29, Nordic European Centre, Singapore, 609927 to consider and, if thought fit, to pass with or without amendment the following resolutions:

1. the restructuring of the Company's corporate group (the "Restructuring"), pursuant to which (i) VSM Holdings Limited, a wholly-owned subsidiary of the Company incorporated in the British Virgin Islands ("VSM"), shall transfer all of its shares in VS MEDIA PTE. LTD., a wholly-owned subsidiary of VSM incorporated in Singapore ("VS Media SG"), to Aurenza Group Limited, a wholly-owned subsidiary of the Company incorporated in the British Virgin Islands ("Aurenza"), and (ii) following the completion of such transfer, the Company shall sell all of its shares in VSM to a third party unaffiliated with the Company for a consideration of US$1.00, for the purpose of disposing of loss-making businesses, and the board of directors (the "Board") be and is hereby authorized to do all acts and things as the Board in its sole discretion considers necessary or desirable for the purposes of giving effect to and/or implementing the Restructuring (the "Proposal 1"); and

2. the Second Amended and Restated Memorandum and Articles of Association of the Company (the "Second Amended and Restated M&A"), substantially in the form attached hereto as Annex A, which reflects, among other changes, (i) the change of the Company's name from "VS MEDIA Holdings Limited"to"Forcendra Holding Limited," (ii) the addition of express authority of the Board and the shareholders to divide or combine the Company's Shares, (iii) the introduction of a right of the Company to redeem Class B Ordinary Shares upon the occurrence of a Triggering Event (as defined below), (iv) the reduction of the threshold for removal of directors by shareholders from 75% to 50%, (v) the modernization of the Company's notice and communication framework to permit electronic and website delivery, and (vi) the opt-out of Section 175 of the BVI Business Companies Act (As Revised), which removes the requirement for shareholder approval of certain dispositions of more than 50% of the Company's assets, be and is hereby approved and adopted as the Second Amended and Restated Memorandum and Articles of Association of the Company in substitution for, and to the exclusion of, the existing Memorandum and Articles of Association of the Company, and the Board be and is hereby authorized to do all acts and things as the Board in its sole discretion considers necessary or desirable for the purposes of giving effect to and/or implementing the adoption of the Second Amended and Restated M&A (the "Proposal 2").

The foregoing items of business are more fully described in the proxy statement accompanying this Notice. We are not aware of any other business to come before the Extraordinary Meeting.

The Board fixed September 21, New York time on 5:00 p.m., 2026 as the record date (the "Record Date") for determining the shareholders entitled to receive notice of and to attend and vote at the Extraordinary Meeting or any adjournment or postponement thereof.

It is important that your shares are represented at the Extraordinary Meeting. We urge you to review the attached Proxy Statement and, whether or not you plan to attend the Extraordinary Meeting in person, please vote your shares promptly by casting your vote via the internet. You may revoke your vote by submitting a subsequent vote over the internet before the Extraordinary Meeting, or by voting in person at the Extraordinary Meeting.

If you plan to attend the Extraordinary Meeting in person, please notify us of your intentions. This will assist us with meeting preparations. If your shares are not registered in your own name and you would like to attend the Extraordinary Meeting, please follow the instructions contained in the proxy materials. This will enable you to gain admission to the Extraordinary Meeting and vote in person.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE EXTRAORDINARY MEETING OF MEMBERS TO BE HELD ON OCTOBER 9, 2026

PROPOSAL 2 - ADOPTION OF SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION 4

3 International Business Park #03-29, Nordic European Centre

This Proxy Statement and the accompanying proxy are being furnished with respect to the solicitation of proxies by the Board of Directors (the "Board") of VS MEDIA Holdings Limited, a British Virgin Islands business company limited by shares (the " Company ," " we ," "us" or "our"), for the Extraordinary Meeting of Members (the "Extraordinary Meeting"). The Extraordinary Meeting is to be held on October 9, 2026, at 10:00 a.m., Singapore time, at 3 International Business Park #03-29, Nordic European Centre, Singapore, 609927.

The purposes of the Extraordinary Meeting are to seek shareholders' approval of the following resolutions:

1. the restructuring of the Company's corporate group (the "Restructuring"), pursuant to which (i) VSM Holdings Limited, a wholly-owned subsidiary of the Company incorporated in the British Virgin Islands ("VSM"), shall transfer all of its shares in VS MEDIA PTE. LTD., a wholly-owned subsidiary of VSM incorporated in Singapore ("VS Media SG"), to Aurenza Group Limited, a wholly-owned subsidiary of the Company incorporated in the British Virgin Islands ("Aurenza"), and (ii) following the completion of such transfer, the Company shall sell all of its shares in VSM to a third party unaffiliated with the Company for a consideration of US$1.00, for the purpose of disposing of loss-making businesses, and the Board be and is hereby authorized to do all acts and things as the Board in its sole discretion considers necessary or desirable for the purposes of giving effect to and/or implementing the Restructuring (the "Proposal 1"); and

2. the Second Amended and Restated Memorandum and Articles of Association of the Company (the "Second Amended and Restated M&A"), substantially in the form attached hereto as Annex A, which reflects, among other changes, (i) the change of the Company's name from "VS MEDIA Holdings Limited"to"Forcendra Holding Limited," (ii) the addition of express authority of the Board and the shareholders to divide or combine the Company's Shares, (iii) the introduction of a right of the Company to redeem Class B Ordinary Shares upon the occurrence of a Triggering Event (as defined below), (iv) the reduction of the threshold for removal of directors by shareholders from 75% to 50%, (v) the modernization of the Company's notice and communication framework to permit electronic and website delivery, and (vi) the opt-out of Section 175 of the BVI Business Companies Act (As Revised), which removes the requirement for shareholder approval of certain dispositions of more than 50% of the Company's assets, be and is hereby approved and adopted as the Second Memorandum and Articles of Association of the Company in substitution for, and to the exclusion of, the existing Memorandum and Articles of Association of the Company, and the Board be and is hereby authorized to do all acts and things as the Board in its sole discretion considers necessary or desirable for the purposes of giving effect to and/or implementing the adoption of the Second Amended and Restated M&A (the "Proposal 2").

The Board recommends a vote FOR Proposal 1 and Proposal 2.

Will there be any other items of business on the agenda?

The Board is not aware of any other matters that will be presented for consideration at the Extraordinary Meeting. Nonetheless, in case there is an unforeseen need, the accompanying proxy gives discretionary authority to the persons named on the proxy with respect to any other matters that might be brought before the Extraordinary Meeting or at any postponement or adjournment of the Extraordinary Meeting. Those persons intend to vote that proxy in accordance with their judgment.

Who is entitled to vote at the Extraordinary Meeting?

Only shareholders of record of our Class A Ordinary Shares and Class B Ordinary Shares, as of September 21, New York time on 5:00 p.m., 2026 (the "Record Date") are entitled to notice and to attend and vote at the Extraordinary Meeting and any adjournment or postponement thereof.

Each fully paid Class A Ordinary Share is entitled to one (1) vote and each fully paid Class B Ordinary Share is entitled to eighteen (18) votes on each matter properly brought before the Extraordinary Meeting. Holders of Class A Ordinary Shares and Class B Ordinary Shares will vote together as a single class on all matters submitted to a vote at the Extraordinary Meeting. The enclosed proxy card or voting instruction card shows the number of shares and votes you are entitled to cast at the Extraordinary Meeting.

Shareholder of Record: Shares Registered in Your Name

If on the Record Date your shares were registered directly in your name with the Company, then you are a shareholder of record. As a shareholder of record, you may vote in person at the Extraordinary Meeting or vote by proxy. Whether or not you plan to attend the Extraordinary Meeting, to ensure your vote is counted, we encourage you to vote by Internet before the Extraordinary Meeting.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If on the Record Date your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in "street name" and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the shareholder of record for purposes of voting at the Extraordinary Meeting. As the beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. Your broker will not be able to vote your shares unless your broker receives specific voting instructions from you. We strongly encourage you to vote.

What constitutes a quorum and how will votes be counted?

The Extraordinary Meeting will be held if shareholders entitled to vote and representing not less than 50% of the votes of the shares entitled to vote on the resolutions to be considered at the meeting are present throughout the meeting, in person or by proxy or (in the case of a shareholder being a corporation) by its duly authorized representative. If you submit a proxy, even though you abstain as to any Proposal, or you are present in person at the Extraordinary Meeting, your shares shall be counted for the purpose of determining if a quorum is present. In the event that there are not sufficient votes for a quorum, the Extraordinary Meeting may be adjourned or postponed in order to permit the further solicitation of proxies. Broker non-votes and abstentions will not be taken into account in determining the outcome of any Proposal.

How many votes are required to approve the Proposals?

Assuming a quorum as referenced above is reached,

● For Proposal 1-the Ordinary Resolution to approve Proposal 1 shall be approved if it has been passed by a simple majority of votes cast by shareholders entitled to vote who vote in person or by proxy at the Extraordinary Meeting.

● For Proposal 2-the Ordinary Resolution to approve Proposal 2 shall be approved if it has been passed by a simple majority of votes cast by shareholders entitled to vote who vote in person or by proxy at the Extraordinary Meeting.

Only shares that are voted are taken into account in determining the proportion of votes cast for each Proposal. Any shares not voted (whether by abstention, broker non-vote or otherwise) will not impact the outcome of any Proposal.

Under Part VII (Section 179) of the BVI Business Companies Act (As Revised), a member of a BVI business company is entitled to be paid the fair value of its shares upon dissenting from certain specified corporate actions, including (a) a merger, (b) a consolidation, (c) any sale, transfer, lease, exchange, or other disposition of more than 50% in value of the assets or business of the company if not made in the usual or regular course of business (subject to certain exceptions), (d) a compulsory redemption of 10% or fewer of the issued shares required by holders of 90% or more of the shares pursuant to Section 176 of the BVI Business Companies Act, and (e) an arrangement, if permitted by the High Court of the British Virgin Islands. In order to exercise dissenter's rights, a member must give to the company, before the meeting at which the vote on the applicable corporate action is to be taken or at the meeting but before the vote, written objection to the action, and such objection must include a statement that the member proposes to demand payment for its shares if the action is taken.

Your shares may only be voted at the Extraordinary Meeting if you are entitled to vote and present in person or are represented by proxy. Whether or not you plan to attend the Extraordinary Meeting, we encourage you to vote by proxy to ensure that your shares will be represented.

You may vote using any of the following methods:

● By Internet . You may vote by using the Internet in accordance with the instructions included in the proxy card. The Internet voting procedures are designed to authenticate shareholders' identities, to allow shareholders to vote their shares and to confirm that their instructions have been properly recorded.

● In person at the Extraordinary Meeting. Shares held in your name as the shareholder of record may be voted in person at the Extraordinary Meeting or at any postponement or adjournment of the Extraordinary Meeting. Shares held beneficially in street name may be voted in person only if you obtain a legal proxy from the broker, bank or nominee that holds your shares giving you the right to vote the shares.

Even if you execute a proxy, you retain the right to revoke it and to change your vote by notifying us at any time but no later than two hours before the commencement of the meeting or adjourned meeting, at which the proxy is voted. Such revocation may be effected by following the instructions for voting on your proxy card or vote instruction form. Unless so revoked, the shares represented by proxies, if received in time, will be voted in accordance with the directions given therein. If you are a shareholder of record, delivery of a proxy would not preclude you from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

If the Extraordinary Meeting is postponed or adjourned for any reason, at any subsequent reconvening of the Extraordinary Meeting, all proxies will be voted in the same manner as the proxies would have been voted at the original convening of the Extraordinary Meeting (except for any proxies that have at that time effectively been revoked or withdrawn), even if the proxies had been effectively voted on the same or any other matter at a previous Extraordinary Meeting that was postponed or adjourned.

The Board is proposing the restructuring of the Company's corporate group (the "Restructuring"). The Restructuring involves two steps: (i) the transfer by VSM Holdings Limited ("VSM"), a wholly-owned subsidiary of the Company incorporated in the British Virgin Islands, of all of its shares in VS MEDIA PTE. LTD. ("VS Media SG"), a wholly-owned subsidiary of VSM incorporated in Singapore, to Aurenza Group Limited ("Aurenza"), a wholly-owned subsidiary of the Company incorporated in the British Virgin Islands; and (ii) the subsequent sale by the Company of all of its shares in VSM to a third party that is unaffiliated with the Company, for a consideration of US$1.00, for the purpose of disposing of loss-making businesses .