FWD Group Holdings Ltd. — Proxy Solicitation & Information Statement 2026

Apr 16, 2026

FWD GROUP HOLDINGS LIMITED
富衛集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 1828)

FORM OF PROXY FOR USE AT ANNUAL GENERAL MEETING

I/We (Name) (Block Capital, please) ____
of (Address) ________ being
the registered holder(s) of _________ (see Note 3) shares of US$0.03 each in the capital of FWD Group Holdings Limited (the “Company”) hereby appoint
(Name) ________
of (Address) ________
or failing him/her (Name) _________
of (Address) ___________
or failing him/her, the chairman of the meeting (see Note 2) as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting (the “Annual General Meeting”) of the Company to be held at 11/F, FWD Tower, 979 King’s Road, Quarry Bay, Hong Kong on Friday, 29 May 2026 at 11:00 a.m., and at any adjournment thereof or on any resolution or motion which is proposed thereat. My/Our proxy is authorised and instructed to vote as indicated (see Note 3) in respect of the undermentioned resolutions:

Ordinary Resolutions#		For (see Note 3)	Against (see Note 3)
1	To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and auditor for the year ended 31 December 2025.
2	To re-elect Professor MA Si Hang, Frederick as an Independent Non-executive Director of the Company.
3	To re-elect Mr. LI Tzar Kai, Richard as an Executive Director of the Company.
4	To re-elect Mr. HUYNH Thanh Phong as an Executive Director of the Company.
5	To re-elect Mr. Walter KIELHOLZ as a Non-executive Director of the Company.
6	To re-elect Mr. John DACEY as a Non-executive Director of the Company.
7	To re-elect Ms. CHUNG Kit Hung, Martina as an Independent Non-executive Director of the Company.
8	To re-elect Mr. John BAIRD as an Independent Non-executive Director of the Company.
9	To re-elect Mr. Dirk SLUIMERS as an Independent Non-executive Director of the Company.
10	To re-elect Ms. Laura DEAL-LACEY as an Independent Non-executive Director of the Company.
11	To re-elect Ms. Kyoko HATTORI as an Independent Non-executive Director of the Company.
12	To re-elect Ms. Yijia TIONG as an Independent Non-executive Director of the Company.
13	To re-elect Mr. LEUNG Ka Kui, Dominic as an Independent Non-executive Director of the Company.
14	To re-elect Mr. Andrew WEIR as an Independent Non-executive Director of the Company.
15	To elect Mr. Martin ZINGG as a Non-executive Director of the Company.
16	To authorise the board of directors of the Company to fix the remuneration of the directors of the Company.
17	To re-appoint Ernst & Young as auditor of the Company and to authorise the board of directors of the Company to fix their remuneration.
18	To grant a general mandate to the directors of the Company to allot, issue and deal with additional Shares and sell and/or transfer treasury shares not exceeding 20% of the number of issued Shares (excluding any treasury shares).
19	To grant a general mandate to the directors of the Company to repurchase shares not exceeding 10% of the number of issued Shares (excluding any treasury shares).
20	To extend the authority given to the directors of the Company pursuant to ordinary resolution no. 18 to issue shares by adding the number of shares repurchased under ordinary resolution no. 19.
21	To approve the proposed amendments to the Employee Share Purchase Plan and adopt the revised the Employee Share Purchase Plan.

The full text of the resolutions is set out in the notice of the Annual General Meeting. Capitalised terms used herein are defined in the notice of the Annual General Meeting, unless otherwise defined or the context requires.

Dated this __ day of __, 2026
Signature(s): (see Notes 4 & 5) _______

Notes:

1. 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).
2. A shareholder may appoint more than one proxy of his/her own choice. If such an appointment is made, strike out the words “the chairman of the meeting”, and insert the name(s) of the person(s) appointed as proxy in space provided. Any alteration made to this form of proxy must be initialed by the person who signs it.
3. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED “For”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE BOX MARKED “Against”. Failure to tick a box will entitle your proxy to cast your vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.
4. If the appointor is a corporation, this form must be executed under common seal or under the hand of an officer, attorney, or other person duly authorised on that behalf.
5. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated. Where there are joint holders of any share of the Company, any one of such joint holders may vote at the meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined as 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.
6. To be valid, this form of proxy must be completed, signed and deposited at the Hong Kong share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, together with (if requested by the Board) the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof), not less than 48 hours before the time for holding the meeting (i.e. no later than 11:00 a.m. on Wednesday, 27 May 2026 (Hong Kong time)). The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
7. A proxy need not be a shareholder of the Company.
8. References to time and dates in this form of proxy are to Hong Kong time and dates.

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 Annual General Meeting 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 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 Tricor Investor Services Limited at the above address.