Hygieia Group Limited — Proxy Solicitation & Information Statement 2024

Apr 30, 2024

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1650)

FORM OF PROXY FOR USE AT ANNUAL GENERAL MEETING

I/We (Name) of (Address) being the holder(s) of (Name)

(Block capitals)

shares of HK$0.01 each in the capital of Hygieia Group Limited (the “Company”) hereby appoint (Block capitals)

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 of the Company to be held at 6 Tagore Drive, #B1-02, Tagore Building, Singapore 787623 at 10:00 a.m. on Thursday, 30 May 2024 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)	FOR (see Note 3)	AGAINST (see Note 3)	AGAINST (see Note 3)
	1.		To receive and approve the audited consolidated financial statements, the reports of
			the directors (the “Directors”) and the independent auditor of the Company for the
			year ended 31 December 2023.
	2.		To declare a final dividend of S$0.0015 per share of the Company for the year ended
			31 December 2023.
	3.		Each as a separate resolution:
			(i) To re-elect Ms. Toh Lek Siew as an executive Director;
			(ii) To re-elect Mr. Wong Yuk as an independent non-executive Director;
			(iii) To re-elect Mr. Lew Chern Yong as an independent non-executive Director;
			and
			(iv) To re-elect Mr. Leung Chi Hang, Benson as an independent non-executive
			Director.
	4.		To authorise the Board of Directors (the “Board”) to fix the remuneration of the
			Company’s Directors.
	5.		To re-appoint HLB Hodgson Impey Cheng Limited as the auditors of the Company
			and authorise the Board to fix their remuneration.
	6.		To grant a general mandate to the Directors to issue new shares of the Company.*
	7.		To grant a general mandate to the Directors to buy back shares of the Company.*
	8.		To extend the general mandate to issue new shares by adding the number of shares
			bought back.*
			SPECIAL RESOLUTION	FOR (see Note 3)		AGAINST (see Note 3)
	9.		To approve and adopt the proposed third amended and restated articles of association
			of the Company in substitution for, and to the exclusion of, the existing articles of
			association of the Company, as set out in the notice of the annual general meeting
			dated 30 April 2024.*
	*		Please refer to the notice of the annual general meeting dated 30 May 2024 for the full text of the resolutions.
	Dated this day of 2024 Signature(s)5:					_(see _	Note 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 member may appoint more than one proxy of his/her own choice. If such an appointment is made, strike out the words “or failing him/her, 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 initialled 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. This form of proxy must be signed by you or your attorney duly authorised in writing, or, in the case of a corporation, must be either under its common seal or under the hand of an officer duly authorised.

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 be 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 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 Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong, together with 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 appointed for holding the meeting or not less than 48 hours before the time appointed for holding any adjournment thereof. 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.

7. A proxy need not be a shareholder of the Company.

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.