Design Capital Limited — Proxy Solicitation & Information Statement 2020

Nov 13, 2020

Design Capital Limited 設計 都 會有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1545)

PROXY FORM FOR EXTRAORDINARY GENERAL MEETING

Proxy Form for use at the extraordinary general meeting (the ‘‘Meeting’’) of Design Capital Limited (the ‘‘Company’’) to be held on Monday, 30 November 2020 at 10:00 a.m. (or any adjournment thereof)

I/We[(1)]

of

being the registered holder(s) of[(2)] shares of HK$0.01 each in the capital of the Company hereby appoint the chairman (the ‘‘Chairman’’) of the Meeting, or[(3)] of

as my/our proxy/proxies to attend and vote for me/us and on my/our behalf at the Meeting (and at any adjournment thereof) to be held at 130 Joo Seng Road #07-05 Singapore 368357 on Monday, 30 November 2020 at 10:00 a.m. and to vote in respect of the following resolutions as indicated and on any other business that may properly come before the Meeting, and, if no such indication is given, as my/ our proxy thinks fit:

No. ORDINARY RESOLUTIONS FOR[(4)] AGAINST[(4)] 1. THAT the First Amendment Agreement dated 8 September 2020 and entered into between Target Marketing Systems, Inc. (an indirect subsidiary of the Company) and The Realty Associates Fund XII Portfolio, L.P., pursuant to which the parties have agreed to amend certain terms of the lease agreement (‘‘Lease Agreement’’) dated 26 August 2019 and entered into between Target Marketing Systems, Inc. and TA Realty, LLC, the terms thereof and the transactions contemplated thereunder, a copy of which marked ‘‘A’’ has been produced at the meeting and signed by a director of the Company for identification purpose, be and hereby approved, confirmed and ratified 2. THAT any one Director of the Company be and is hereby authorised to take such actions and execute such documents as he may consider necessary or desirable to carry out and complete the transactions contemplated under the First Amendment Agreement and the Lease Agreement (as amended and supplemented by the First Amendment Agreement)

Dated

Shareholder’s signature

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

2. Please insert the number of shares registered in your name(s). If no number is inserted, this proxy form will be deemed to relate to all the shares in the Company registered in your name(s).

3. If you wish to appoint a proxy other than the Chairman of the Meeting, please strike out ‘‘the Chairman of the Meeting, or’’ and insert the name and address of the person you wish to appoint in the space provided. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT. A proxy need not be a member of the Company.

4. IMPORTANT: If you wish to vote for any resolution, please tick the appropriate box(es) marked ‘‘For’’. If you wish to vote against any resolution, please tick the appropriate box(es) marked ‘‘Against’’. Failure to complete any or all the boxes will entitle your proxy to cast your votes at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those referred to above.

5. The proxy form must be signed by you or your attorney duly authorised in writing. In the case of a corporation, this proxy form must be executed either under seal or under the hand of an officer or attorney duly authorised in writing.

6. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of other joint 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 joint holding.

7. All resolutions will be put to vote by way of poll at the meeting. Every member of the Company present in person (in the case of a member being a corporation, by its duly authorised representative) or by proxy shall have one vote for every fully paid share of which he/she/it is the holder. A person entitled to more than one vote on a poll need not use all his/her votes or cast all the votes he/she uses in the same way and in such cases, please state the relevant number of shares in the appropriate box(es) above.

8. To be valid, this 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 Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event no later than 48 hours before the time appointed for the extraordinary general meeting or any adjournment thereof.

9. Completion and delivery of this proxy form will not preclude you from attending and voting at the Meeting if you so wish.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Meeting (the ‘‘Purposes’’). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong.