IWS Group Holdings Limited — Proxy Solicitation & Information Statement 2025

Feb 14, 2025

IWS

IWS Group Holdings Limited

國際永勝集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 6663)

PROXY FORM FOR USE AT THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON THURSDAY, 6 MARCH 2025 AT 3:00 P.M.

I/We, (Note 1)

of

being the registered holder(s) of (Note 2) __ ordinary shares of HK$0.01 each in the capital of IWS Group Holdings Limited (the "Company"), HEREBY APPOINT (Note 3) the chairman of the Extraordinary General Meeting (as defined below) or __ of __ as my/our proxy to attend and vote for me/us and on my/our behalf at the extraordinary general meeting of the Company to be held at 29/F, Excel Centre, No. 483A Castle Peak Road, Kowloon, Hong Kong on Thursday, 6 March 2025 at 3:00 p.m. (the "Extraordinary General Meeting") or adjournment thereof and to vote for me/us and in my/our name(s) in respect of the resolutions set out in the notice convening the Extraordinary General Meeting (the "Notice") as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit. My/Our proxy will also be entitled to vote on any matters properly put to the Extraordinary General Meeting in such manner as he/she thinks fit.

ORDINARY RESOLUTION*		FOR (Note 5)	AGAINST (Note 5)
1.	To consider and approve the 2025 Master Services Agreement, the Services Transactions contemplated thereunder and the proposed Annual Caps.

• For the full text of the proposed resolutions, please refer to the Notice as contained in the Company's circular dated 14 February 2025.

Signature __ (Notes 5 and 6)

Dated this __ day of __ 2025

Notes:

1. Full name(s) and address(es) shall be inserted in BLOCK CAPITALS. The names of all joint holders should be stated.
2. Please insert the number of shares of HK$0.01 each in the capital of the Company registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all shares in the capital of the Company registered in your name(s).
3. Full name(s) and address(es) of the proxy desired shall be inserted in BLOCK CAPITALS. If not completed, the chairman of the Extraordinary General Meeting will act as your proxy. If you are a shareholder who is entitled to attend and vote at the meeting, you are entitled to appoint a proxy or, if you are holding more than one share, proxies to attend instead of you and to vote on your behalf on a poll. As a matter of law, you have the right to appoint separate proxies to represent respectively such number of the shares you hold as you may specify in this proxy form. You are entitled to appoint a proxy of your own choice.
4. The above description of the proposed ordinary resolution is by way of summary only. The full text appears in the Notice.
5. 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 (including amendments to resolutions which may be properly put to the meeting).
6. The instrument appointing a proxy shall be in writing and shall be executed under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person duly authorised to sign the same.
7. In the case of joint holders of any share, any one of such persons may vote at the above Extraordinary General Meeting, either personally or by proxy, in respect of such share as if he/she were solely entitled thereto. However, if more than one of such joint holders be present at the above Extraordinary General Meeting personally or by proxy, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) 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.
8. 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 (the "Hong Kong Branch Share Registrar") at 17/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 for holding the Extraordinary General Meeting (or any adjourned meeting thereof). The completion and deposit 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.
9. All the resolutions set out in this form of proxy shall be decided by poll.
10. A proxy need not be a shareholder of the Company but must attend the meeting in person to represent you.
11. ANY ALTERATIONS MADE IN THIS FORM SHOULD BE INITIALED BY THE PERSON WHO SIGNS IT.

PERSONAL INFORMATION COLLECTION STATEMENT

"Personal Data" in these statements has the same meaning as "personal data" in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (the "PDPO"). 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 PDPO and any such request should be in writing by mail to the Company/Hong Kong Branch Share Registrar at the above address.