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K2 F&B Holdings Limited Proxy Solicitation & Information Statement 2026

Apr 28, 2026

50374_rns_2026-04-28_e944b80c-c21d-4ab0-bad0-15cb6270bd57.pdf

Proxy Solicitation & Information Statement

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K2 F&B HOLDINGS LIMITED
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2108)

Number of shares to which this form of proxy relates^{(Note 1)}:

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING
TO BE HELD ON FRIDAY, 26 JUNE 2026

I/We(Note 1)

of

being the registered holder(s) of(Note 2) ____ shares in the issued share capital of K2 F&B Holdings Limited
(the “Company”) hereby appoint the Chairman of the meeting(Note 3) or
____

of

as my/our proxy to act and vote for me/us and on my/our behalf as directed below at the annual general meeting (the “Annual General Meeting”) of the Company for the year 2025 to be held at 6 Kim Chuan Terrace, Singapore 537029 on Friday, 26 June 2026 at 10:00 a.m. (and at any adjournment thereof).

Please tick (“✓”) the appropriate boxes to indicate how you wish your vote(s) to be cast(Note 4).

ORDINARY RESOLUTIONS FOR AGAINST
1. To consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the “Directors”) and independent auditor of the Company for the year ended 31 December 2025.
2. To approve the payment of a final dividend for the year ended 31 December 2025.
3. To re-elect Ms. Leow Poh Hoon (Liao Baoyun) as an executive Director.
4. To authorise the board of Directors (the “Board”) to fix the remuneration of the Director for the year ending 31 December 2026.
5. To re-appoint Fan, Chan & Co. Limited as the independent auditor of the Company and to authorise the Board to fix their remuneration.
6. To give a general mandate to the Directors to repurchase shares of the Company not exceeding 10% of the total number of issued shares of the Company as at the date of passing of this resolution.
7. To give a general mandate to the Directors to issue, allot and deal with additional shares of the Company not exceeding 20% of the total number of issued shares of the Company as at the date of passing of this resolution.
8. To extend the general mandate granted to the Directors to issue, allot and deal with additional shares in the capital of the Company by the aggregate number of the shares repurchased by the Company.

The description of these resolutions is by way of summary only. The full text appears in the notice convening the Annual General Meeting.

Date: ____
Signature(s)(Note 5)
____

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
  2. Please insert the number of shares to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified.
  3. If any proxy other than the Chairman of the meeting is preferred, please strike out the words “the Chairman of the meeting” and insert the name and address of the proxy desired in the space provided. Any shareholder of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.
  4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (“✓”) THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (“✓”) THE BOX MARKED “AGAINST”. If no direction is given, your proxy will vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Annual General Meeting other than those referred to in the notice convening the Annual General Meeting.
  5. This form of proxy must be signed by you or your attorney duly authorised in writing. In case of a corporation, the same must be either under its common seal or under the hand of an officer or attorney so authorised. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
  6. In case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the Register of Members of the Company.
  7. In order to be valid, this form of proxy, 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, Boardroom Share Registrars (HK) Limited, at 2103B, 21st Floor, 148 Electric Road, North Point, Hong Kong not less than 48 hours before the time appointed for the Annual General Meeting or its adjournment (as the case may be).
  8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish.
  9. 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 the Company.