Founder Holdings Limited — Proxy Solicitation & Information Statement 2026

Apr 15, 2026

FOUNDER HOLDINGS LIMITED

方正控股有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 00418)

FORM OF PROXY FOR ANNUAL GENERAL MEETING

I/Wo¹,

of

being the registered holder(s) of² ________ share(s) of HK$0.10 each in the capital of Founder Holdings Limited (the “Company”) hereby appoint³ & ⁴ the Chairman of the meeting or ________ of ________ or failing him⁵ & ⁴ ________ of ___________ as my/our proxy to vote for me/us on my/our behalf at the annual general meeting (“AGM”) of the Company to be held at 10:00 a.m. on Thursday, 28 May 2026 at Unit 1408, 14th Floor, Cable TV Tower, 9 Hoi Shing Road, Tsuen Wan, New Territories, Hong Kong and at any adjournment thereof on the undermentioned resolutions referred to in the notice convening the AGM, or if no such indication is given, as my/our proxy thinks fit.

Ordinary Resolutions		For³	Against⁵
1.	To receive and adopt the audited financial statements and the reports of directors and auditors of the Company for the year ended 31 December 2025.
2.	(a) To re-elect Mr. Wang Jin Chao as an executive director of the Company;
	(b) To re-elect Mr. Li Shuo Feng as an executive director of the Company;
	(c) To re-elect Mr. Lai Nga Ming Edmund as an independent non-executive director of the Company;
	(d) To re-elect Ms. Tam Mei Chu as an independent non-executive director of the Company; and
	(e) To authorise the board of directors of the Company to fix the directors’ remuneration.
3.	To re-appoint Ernst & Young as auditors of the Company and to authorise the board of directors of the Company to fix their remuneration.
4.	To grant a general mandate to the Board of Directors to allot, issue, grant, distribute and otherwise deal with additional shares in the Company, not exceeding twenty per cent. of the number of issued shares of the Company (excluding Treasury Shares, if any) at the date of this Resolution.
5.	To grant a general mandate to the Board of Directors to repurchase shares in the Company, not exceeding ten per cent. of the number of issued shares of the Company (excluding Treasury Shares, if any) at the date of this Resolution.
6.	Conditional on the passing of Resolutions 4 and 5, to authorise the Board of Directors to exercise the powers to allot, issue, grant, distribute and otherwise deal with additional shares in the Company under Resolution 4 in respect of the aggregate number of shares of the Company purchased by the Company.
Special Resolution		For⁵	Against⁵
7.	To approve and adopt the New Bye-laws of the Company.

Signature(s)⁶: ___________

Date: ___________

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 form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).
3. Any shareholder entitled to attend and vote at the AGM is entitled to appoint another person as his/her proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company, but must attend the meeting in person to represent you.
4. Please insert the name and address of the proxy desired and strike out the words “the chairman of the meeting or/other failing him”. IF YOU DO NOT STRIKE OUT SUCH WORDS AND YOUR PROXY DOES NOT ATTEND THE MEETING OR IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY.
5. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE BOX MARKED “FOR”, IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE BOX MARKED “AGAINST”. Failure to tick either box will entitle your proxy to cast your vote or abstain at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the said meeting other than that referred to in the notice convening the meeting.
6. This form of proxy must be signed by the appointor, or his/her attorney duly authorised in writing, or if such appointor be a corporation, either under its common seal or under the hand of an officer, attorney or other person so authorised.
7. Where there are joint holders of any share, any one of such joint holders may vote at the meeting, either personally or by proxy, in respect of such share as if he/she was solely entitled thereto; but if more than one of such joint holders are present at the meeting, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
8. To be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be deposited at the Company’s principal place of business at Unit 1408, 14th Floor, Cable TV Tower, 9 Hoi Shing Road, Tsuen Wan, New Territories, Hong Kong, or the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not later than 48 hours before the time for holding the meeting or any adjournment thereof.
9. Any alterations made in this form of proxy should be initialed by the person who signs it.
10. A shareholder who is the holder of two or more shares may appoint more than one proxy to attend on the same occasion. A proxy needs not be a shareholder of the Company but must be present at the meeting to represent the shareholder. Completion and return of the form of proxy will not preclude a shareholder from attending the meeting and voting in person. In such event, his/her form of proxy will be deemed to have been revoked.
11. At the AGM (or at any adjournment thereof), the Chairman of the meeting will put each of the above resolutions to the vote by way of a poll. On a poll, every shareholder who is present in person or by proxy or (being corporation) is present by a duly authorised representative shall have one vote for every share of which he is the holder.
12. The full text of all resolutions is set out in the notice of AGM dated 16 April 2026.

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 AGM of the Company (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 authorized 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/Computershare Hong Kong Investor Services Limited at the above address.

• For identification purposes only