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Clean Seed Capital Group Ltd. Proxy Solicitation & Information Statement 2025

Dec 6, 2025

46751_rns_2025-12-05_b6ad4b19-0fa3-4d81-9c94-c81fafef6e30.pdf

Proxy Solicitation & Information Statement

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SCULLY ROYALTY LTD.
VOTE

Your vote matters – here’s how to vote!
You may vote online or by phone instead of mailing this card.

☐ Votes submitted electronically must be received by December 23, 2025 at 08:00 AM Hong Kong time

☐ Online
Go to www.envisionreports.com/SRL or scan the QR code – login details are located in the shaded bar below.

☐ Phone
Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada

☑ Save paper, time and money!
Sign up for electronic delivery at www.envisionreports.com/SRL

Using a black ink pen, mark your votes with an X as shown in this example.
Please do not write outside the designated areas.

Annual General Meeting Proxy Card

▼ IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼

A Proposals – The Board of Directors recommends a vote FOR Proposals 1 and 2.

THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT OF SCULLY ROYALTY LTD. (THE “COMPANY”) FOR AN ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 27, 2025 AT 8:00 A.M. (HONG KONG TIME) (THE “MEETING”).

  1. The election of the following directors of the Company:
For Withhold
01 - Michael J. Smith
02 - Samuel Morrow
03 - Dr. Shuming Zhao
04 - Silke Stenger
05 - Jochen Dümler
  1. The ratification of the appointment of the auditors for the fiscal year ended December 31, 2025 (as set forth in the notice of meeting and management information circular delivered to the Company’s shareholders in connection with the Meeting) and the authorization of the directors to fix the remuneration of the auditors for the ensuing year.
For Withhold

B Authorized Signatures – This section must be completed for your vote to be counted. – Date and Sign Below

Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.

Date (mm/dd/yyyy) – Please print date below.

Signature 1 – Please keep signature within the box.

Signature 2 – Please keep signature within the box.

1UPX
047KIC


NOTES:

  1. This proxy confers discretionary authority with respect to amendments or variations of the matters identified in the Notice of Meeting or other matters which might properly come before the Meeting or any adjournment or postponements thereof.

  2. A shareholder has the right to appoint a person (who need not be a shareholder) to represent him or her at the Meeting, or any adjournment or postponement thereof, other than the persons specified on the reverse side. If you desire to designate as proxyholder a person other than Michael Smith or Samuel Morrow, you should strike out their names and insert on the space provided the name of the person you desire to designate as proxyholder or complete another proper Form of Proxy.

  3. A proxy, to be valid, must be dated and signed by a shareholder or his or her attorney authorized in writing or, where a shareholder is a corporation, by a duly authorized officer or attorney of the corporation. If a proxy is executed by an attorney for an individual shareholder, or by an officer or attorney of a corporate shareholder not under its seal, the instrument so empowering the officer or the attorney, as the case may be, or a notarial copy thereof must accompany the proxy instrument. If this proxy is not dated, it will be deemed to bear the date on which it was mailed to shareholders. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy.

  4. A proxy, to be effective, must be deposited with Computershare by 8:00 a.m. (Hong Kong time) on December 23, 2025 (or a day other than Saturday, Sunday or holiday which is at least 48 hours before the Meeting or any adjournment or adjournments thereof).

  5. The securities represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted upon, the securities will be voted accordingly.

  6. The securities represented by this proxy will be voted as directed by the holder, however, if such direction is not made in respect of any matter, this proxy will be voted as recommended by management.

  7. This proxy should be read in conjunction with the accompanying documentation provided by management.

Important notice regarding the Internet availability of proxy materials for the Annual General Meeting of shareholders. The Management Information Circular / Proxy Statement and the 2024 Annual Report to Shareholders are available at: www.envisionreports.com/SRL

▼ IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼


Proxy – SCULLY ROYALTY LTD.

+

THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT OF SCULLY ROYALTY LTD. (THE “COMPANY”) FOR AN ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 27, 2025 (THE “MEETING”).

The undersigned, registered shareholder of the Company, hereby appoints Michael Smith or failing him, Samuel Morrow, or instead of him, _____, as proxyholder, with power of substitution, to attend and vote in respect of all shares registered in the name of the undersigned at the Meeting and at any adjournment or postponement thereof. The undersigned revokes any proxy previously given with reference to the Meeting or any adjournment or postponement thereof. Without limiting the general powers conferred, the said proxyholder is directed to vote as indicated upon the following matters.

(Continued and to be marked, dated and signed, on the other side)


Non-Voting Items

Change of Address – Please print new address below.

Comments – Please print your comments below.