AustAsia Group Ltd. — Proxy Solicitation & Information Statement 2024

May 13, 2024

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AustAsia Group Ltd. 澳亞集團有限公司[*]

(Incorporated in the Republic of Singapore with limited liability)

(Stock Code: 2425)

PROXY FORM FOR ANNUAL GENERAL MEETING

	*I/We of being	(Name)
		a member/members of AustAsia Group Ltd (“the Company*”), hereby	appoint:
		Name Address
	*and/or (delete as appropriate)

or failing him/her, the Chairman of the meeting as my/our proxy to attend and vote on my/our behalf at the annual general meeting of the Company to be held at 9/F, The Center, 99 Queen’s Road Central, Central, Hong Kong on Wednesday, 5 June 2024 at 4:30 pm and at any adjournment of the meeting.

I/We direct that my/our vote(s) be cast on the specified resolutions as indicated hereunder. In absence of any indication, the proxy may vote for or against the resolution at his/her own discretion.

				For4	For4				Against4			Abstain4
Routine Business – Ordinary resolutions
1.	To receive, consider and adopt the audited financial statements and the reports of the directors
	(the “Directors”) and the independent auditor of the Company for the year ended 31
	December 2023
2.	Re-Election of directors:
	(i) To re-elect Tan Yong Nang as a Director
	(ii) To re-elect Li Shengli as a Director
3.	To elect Tamotsu MATSUI as a Director
4.	To authorize the Board to fix the remuneration of the Directors of the Company, to be paid
	quarterly in arrears
5.	To re-appointment Ernst and Young LLP as auditor and to authorize the Board to fix its
	remuneration
Special Business – Ordinary Resolutions
6.	To grant a general mandate to the directors of the Company to allot, issue and deal with
	additional shares of the Company
7.	To grant a general mandate to the Directors to repurchase shares of the Company
8.	Conditional upon resolutions numbered 6 and 7 being passed, to approve the extension of the
	general mandate to issue shares by the aggregate number of Shares purchased by the
	Company under the authority granted pursuant to resolution numbered 7 above
9.	To approve the adoption of the AAG Share Option Scheme
10.	To approve the 2024 Renewed Supply Agreement, the Annual Caps and the Transactions
	contemplated thereunder
Dated this day of 2024

Signature of member(s) or Common Seal

IMPORTANT: PLEASE READ NOTES OVERLEAF

Notes:

1. If no number is inserted, this form of proxy will be deemed to be related to all the shares of the company registered in your names.

2. Please insert full name(s) and address(es) in BLOCK CAPITALS as shown in the register of members of the Company.

3. Please insert the name and address of the proxy. If no name is inserted, the Chairman of the Meeting will act as your proxy. A shareholder may appoint one or more proxies to attend the meeting and vote for him. The proxy need not be a member of the Company but must attend the meeting in person to represent you. Any alteration made to this proxy form must be initialled by the person who signs it.

4. IMPORTANT : If You Wish To Exercise All Your Votes “FOR”, “AGAINST” OR TO ABSTAIN from voting on an Ordinary Resolution, please indicate with a “ � ” within the box provided Otherwise, please indicate the number of votes “For” or “Against” the Ordinary Resolution. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his/her discretion or to abstain. Your proxy will also be entitled to vote at his/her discretion or to abstain on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

5. This form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of its legal representative, director(s) or duly authorised attorney(s) to it.

6. In the case of joint registered holders, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint registered holder(s) and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

7. To be valid, this completed and signed proxy form and the relevant notarised power of attorney (if any) and other relevant document of authorisation (if any), must be lodged with Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong by not less than 48 hours before the time appointed for the holding of the meeting or any adjournment of it (as the case may be).

8. Completion and delivery of the proxy form will not preclude you from attending and voting at the Meeting if you so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.

PERSONAL DATA PRIVACY

Where a member of the Company submits an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the AGM and/or any adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member’s personal data by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and representatives appointed for the AGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, proxy lists, minutes and other documents relating to the AGM (including any adjournment thereof), and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, “Purposes”), (ii) warrants that where the member discloses the personal data of the member’s proxy(ies) and/or representative(s) to the Company (or its agents), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member’s breach of warranty.