Legion Consortium Limited — Proxy Solicitation & Information Statement 2023

Apr 27, 2023

(Incorporated in the Cayman Islands with limited liability)

Legion Consortium Limited

(Stock code: 2129)

FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING

I/We [(Name)] _______________________________________________________ (Note 1) of [(Address)] ___________________________________________________________ (Note 1)_

	of (Address) _______________________________________	of (Address) _______________________________________	of (Address) _______________________________________	___________________	___________________	___________________	___________________	________ (Note 1)
	being the registered holder(s) of ________________________			(Note 2) ordinary shares of Legion				Consortium Limited
	(the “Company”), HEREBY APPOINT_(Name) of (Address)_
	or failing him/her, the CHAIRMAN OF THE MEETING (Note 3) as my/our proxy to attend, speak and vote for me/us						and	on my/our behalf at
	the annual general meeting of the Company (the “2023 AGM”) to be held at 7 Keppel Road,				#3-20/21/22/23/24, Tanjong Pagar Complex,
	Singapore 089053 on Monday, 26 June 2023 at 3:30 p.m. and at any adjournment thereof			on any resolution or motion which is proposed thereat.
	My/Our proxy is authorised and instructed to vote as indicated (Note 4) in respect of the			under-mentioned resolutions:
			ORDINARY RESOLUTIONS		FOR (Note 4)		AGAINST (Note 4)
	1.		To receive and adopt the audited consolidated financial statements and the reports of
			the directors (the “Directors”) and independent auditor of the Company for the year
			ended 31 December 2022.
	2.		(i) To re-elect Mr. Ng Kong Hock as an executive Director.
			(ii) To re-elect Mr. Ho Wing Sum as an independent non-executive Director.
	3.		To authorise the board of Directors (the “Board”) to fix the Directors’ remuneration for
			the year ending 31 December 2023.
	4.		To re-appoint Crowe (HK) CPA Limited as the independent auditor of the Company for
			the ensuing year and authorise the Board to fix its remuneration.
	5.		To grant a general mandate to the Directors to allot, issue and otherwise deal with the
			Company’s shares.
	6.		To grant a general mandate to the Directors to repurchase the Company’s shares.
	7.		Conditional upon the passing of resolution nos. 5 and 6 set out in the notice convening
			the 2023 AGM (the “Notice”), to extend the general mandate granted by resolution no.
			5 by adding thereto the shares re-purchased pursuant to the general mandate granted by
			resolution no. 6.
			SPECIAL RESOLUTION		FOR (Note 4)		AGAINST (Note 4)
	8.		To approve the proposed amendments to the memorandum and articles of association
			of the Company and to adopt the amended and restated memorandum and articles of
			association of the Company.

For the full text of the proposed resolutions, please refer to the Notice as contained in the Company’s circular dated 28 April 2023.

Signature(s) [(Note][5)] Dated this day of 2023

Notes:

1. Full name(s) and address(s) to be inserted in BLOCK CAPITALS. The names of all joint registered holders should be stated. 2. Please insert the number of shares of the Company registered in your name(s) to which this proxy relates; 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 of the Company (the “ Member ”) may appoint one (or, if he/she/it holds two or more shares in the Company, more than one) proxy of his/her/its own choice. If such an appointment is made, please insert the name and address of the person appointed as proxy in the space provided. A proxy need not be a Member but must attend the 2023 AGM in person to represent you. If more than one proxy is appointed, the original form of proxy may be photocopied for use.

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 or abstain from voting. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the 2023 AGM other than those referred to in the Notice. If you wish to vote part of your shares for and part of your shares against the relevant resolution in the event that a poll is called, please insert the number of shares of the Company in the relevant box.

4. The 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, attorney or other person authorised to sign the same.

5. In the case of joint shareholders, the signature of any one shareholder will be sufficient but the names of all the joint shareholders should be stated. Where there are joint holders of any share of the Company, any one of such joint holders may vote at the 2023 AGM, 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 is present at the 2023 AGM, 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 Hong Kong Branch Share Registrar,Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong, together with a power of attorney or any other authority, if any, under which it is signed (or a certified copy thereof), no less than 48 hours (excluding any part of a day that is a public holiday) before the time appointed for holding the 2023 AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy shall not preclude Members from subsequently attending and voting in person at the 2023 AGM or any adjournment thereof (as the case may be), should you so wish, and in such event, the form of proxy shall be deemed to be revoked.

7. Any alteration made to this form of proxy must be initialed by the person who signs it. 9. The Company reserves its right to treat any form of proxy which has been incorrectly completed in some manner as valid if such incorrectness is considered by the Company, at its absolute discretion, not material.

8. A Member or his/her/its proxy should produce proof of identity when attending the 2023 AGM. If a corporate Member appoints its representative to attend the 2023 AGM, such representative should produce proof of identity and a copy of the resolution of the board of directors or other governing body of that Member appointing such representative to attend the 2023 AGM.

PERSONAL INFORMATION COLLECTION STATEMENT

Youra proxysupply(or proxies)of your andand youryour proxy’svoting instructions(or proxies’)forname(s)the 2023andAGMaddress(es)of the Companyis on a voluntary(the “ Purposes basis for”). theWepurposemay transferof processingyour andyouryourrequestproxy’sfor(ortheproxies’)appointmentname(s)of 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.