Altus Holdings Limited — Proxy Solicitation & Information Statement 2025

Jul 10, 2025

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

ALTUS.

ALTUS HOLDINGS LIMITED

浩德控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8149)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting (the "AGM") of Altus Holdings Limited (the "Company") will be held at 2/F, 35-45B Bonham Strand, Sheung Wan, Hong Kong on Friday, 8 August 2025 at 10:00 a.m. for the following purposes:

ORDINARY RESOLUTIONS

1. To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors of the Company (the "Director(s)") and the independent auditor of the Company for the year ended 31 March 2025;

2. To approve a final dividend of Hong Kong 0.08 cent per ordinary share of the Company for the year ended 31 March 2025;

3. To re-appoint SHINEWING (HK) CPA Limited as the auditor of the Company and to authorise the board of Directors (the "Board") to fix its remuneration;

4. (a) (i) To re-elect Mr. Arnold Ip Tin Chee as executive Director;

(ii) To re-elect Mr. Chang Sean Pey as executive Director;

(b) To authorise the Board to fix the remuneration of the Director(s);

As a special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:

5. "THAT:

(a) subject to paragraph (c) of this resolution, and pursuant to the Rules Governing the Listing of Securities on the GEM (the "GEM Listing Rules") of The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), the exercise by the directors of the Company (the "Director(s)") during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of HK$0.01 (the "Share(s)") each in the share capital of the Company (including any sale or transfer of treasury shares (as defined under the GEM Listing Rules) out of treasury) or securities convertible into such shares or options, warrants, or similar right to subscribe for any shares or

---

convertible securities of the Company and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such power, be and is hereby generally and unconditionally approved;

(b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such powers (including but not limited to the power to allot, issue and deal with additional Shares in the capital of the Company) during or after the end of the Relevant Period;

(c) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraphs (a) and (b) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) the exercise of any options granted under any share option scheme adopted by the Company or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries and/or any eligible persons thereunder of shares or rights to subscribe for Shares; (iii) any scrip dividend scheme or similar arrangement providing for the allotment and issue of Shares in the Company in lieu of the whole or part of a dividend pursuant to the articles of association of the Company (the “Articles of Association”) from time to time; or (iv) an issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed 20% of the aggregate number of issued Shares (excluding any treasury shares) as at the date of passing this resolution (such total number to be subject to adjustment in the case of any subdivision or consolidation of any or all of the Shares into a larger or smaller number of Shares after the passing of this resolution), and the said approval shall be limited accordingly; and

(d) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company; or

(ii) the date of which the next annual general meeting of the Company is required to be held by the Articles of Association or any applicable laws of the Cayman Islands; or

– 2 –

---

(iii) the date upon which the authority given under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company (the "Shareholders") in a general meeting of the Company.

"Rights Issue" means an offer of Shares open for a period fixed by the Company or the Directors to the Shareholders whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange).

1. "THAT:

(a) subject to paragraph (c) of this resolution, the exercise by the directors of the Company (the "Director(s)") during the Relevant Period (as hereinafter defined) of all the powers of the Company to acquire shares of HK$0.01 (the "Share(s)") each in the share capital of the Company on GEM of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the securities of the Company may be listed and which is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, and that the exercise by the Directors of all powers to acquire such Shares are subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on GEM of the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

(b) the approval in paragraph (a) of this resolution above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to acquire its Shares at a price determined by the Directors;

(c) the aggregate number of Shares acquired or agreed conditionally or unconditionally to be acquired by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10% of the aggregate number of issued Shares (excluding any treasury shares) as at the date of the passing of this resolution (such total number to be subject to adjustment in the case of any subdivision or consolidation of any or all of the Shares into a larger or smaller number of Shares after the passing of this resolution), and the said approval shall be limited accordingly; and

• 3 -

---

(d) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company; or
(ii) the date of which the next annual general meeting of the Company is required to be held by the Articles of Association of the Company or any applicable laws of the Cayman Islands; or
(iii) the date upon which the authority given under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in a general meeting of the Company.”

1. “THAT conditional upon the passing of resolutions Nos. 5 and 6 as set out in this notice convening the annual general meeting (“AGM”) of which this resolution forms part, the general mandate granted to the directors of the Company pursuant to resolution No. 5 as set out in this notice convening the AGM of which this resolution forms part be and is hereby extended by the addition thereto of an amount representing the aggregate number of shares of the Company acquired by the Company under the authority granted pursuant to resolution No. 6 as set out in this notice convening the AGM of which this resolution forms part, provided that such number shall not exceed 10% of the aggregate number of issued shares of the Company (excluding any treasury shares) as at the date of passing this resolution (such total number to be subject to adjustment in the case of any subdivision or consolidation of any or all of the shares into a larger or smaller number of shares after the passing of this resolution).”

2. “THAT the grant of 1,500,000 Awarded Shares pursuant to the 2023 Share Scheme to Mr. Chang Sean Pey be and is hereby approved.”

3. “THAT the grant of 1,500,000 Awarded Shares pursuant to the 2023 Share Scheme to Ms. Leung Churk Yin Jeanny be and is hereby approved.”

By order of the Board

Altus Holdings Limited

Tam Ho Kei Leo

Company Secretary

Hong Kong, 10 July 2025

---

• 5 -

Notes:

1. Any member of the Company entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the AGM. A proxy need not be a member of the Company.

2. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing, or if the appointer is a corporation, either under seal or under the hand of an officer or attorney duly authorised on its behalf.

3. Where there are joint registered holders of any shares of the Company, any one of such persons may vote at the AGM (or any adjournment thereof), either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at the AGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

4. In order to be valid, the proxy form, together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof.

5. Delivery of an instrument appointing a proxy shall not preclude a shareholder of the Company from attending and voting in person at the AGM and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

6. In relation to resolution No. 4, Mr. Arnold Ip Tin Chee and Mr. Chang Sean Pey will retire from office as Directors at the AGM in accordance with the Articles of Association of the Company and, being eligible, will offer themselves for re-election. Biographical details of the retiring Directors are set out in Appendix II to the circular dated 10 July 2025.

7. An explanatory statement as required by the GEM Listing Rules in connection with the share buyback mandate under resolution No. 6 above is set out in Appendix I to the circular dated 10 July 2025.

8. In relation to resolution No. 8, Mr. Chang Sean Pey, his associates and all core connected persons of the Company will abstain from voting in favour of such resolution in the AGM.

9. In relation to resolution No. 9, Ms. Leung Churk Yin Jeanny, her associates and all core connected persons of the Company will abstain from voting in favour of such resolution in the AGM.

10. For determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Monday, 4 August 2025 to Friday, 8 August 2025, both dates inclusive. During such period, no share transfers will be effected. In order to qualify for attending and voting at the AGM, all duly completed transfer forms, accompanied by the relevant share certificates, must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration no later than 4:30 p.m. on Friday, 1 August 2025.

11. For determining the entitlement to the final dividend for the year ended 31 March 2025, the register of members of the Company will also be closed from Monday, 1 September 2025 to Thursday, 4 September 2025, both days inclusive, during which period no transfer of shares will be registered. Subject to the approval by the Shareholders of the proposed final dividend at the AGM, the final dividend will be paid on Thursday, 25 September 2025 to the Shareholders whose names appear on the register of members of the Company on Thursday, 4 September 2025. For the entitlement to the proposed final dividend, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong, no later than 4:30 p.m. on Friday, 29 August 2025.

---

1. If typhoon signal no. 8 or above, or a “black” rainstorm warning is hoisted or remains hoisted at 7:30 a.m. on the date of the AGM, then the AGM will be adjourned in accordance with the existing amended and restated articles of association of the Company and the shareholders will be informed of the date, time and place of the adjourned meeting and, if necessary, be given notice thereof pursuant to the existing amended and restated articles of association of the Company.

2. A form of proxy for use by shareholders of the Company at the AGM is enclosed in the circular dated 10 July 2025.

As at the date of this notice, the directors of the Company are:

Executive Directors:
Mr. Arnold Ip Tin Chee (Chairman)
Mr. Chang Sean Pey
Ms. Leung Churk Yin Jeanny

Independent non-executive Directors:
Mr. Chao Tien Yo
Mr. Chan Sun Kwong
Mr. Lee Shu Yin

Registered office:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands

Head office and principal place of business in Hong Kong:
21 Wing Wo Street
Central
Hong Kong

– 6 –