NOIZ Group Ltd. — AGM Information 2021

May 20, 2021

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MERDEKA FINANCIAL GROUP LIMITED 領智金融集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8163)

FORM OF PROXY FOR USE AT ANNUAL GENERAL MEETING

I/We (Name) of (Address) registered holder(s) of of Merdeka Financial Group Limited (the ‘‘Company’’) hereby appoint (Name) of (Address)

(Block capitals, please) being the (Note 2) shares of HK$0.01 (Note 9) each in the capital

or failing him/her (Name)

of (Address)

or failing him/her, the chairman of the meeting (Note 3) as my/our proxy to attend and vote for me/us and on my/our behalf at the Annual General Meeting of the Company (the ‘‘Meeting’’) to be held at Room 1108, 11/F, Wing On Centre, 111 Connaught Road Central, Central, Hong Kong on Monday, 28 June 2021 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 (Note 4) in respect of the undermentioned resolutions:

		Ordinary Resolutions (Note 4)	For		Against
1.	To receive and consider the audited consolidated financial statements of the
	Company and the report of the directors and the independent auditor’s report
	of the Company for the year ended 31 December 2020
2.	(a)	To re-elect Mr. Wong Hin Shek as an executive director of the Company
	(b)	To re-elect Mr. Cheung Wai Yin, Wilson as an executive director of the
		Company
	(c)	To re-elect Ms. Tsang Kwai Ping as an executive director of the
		Company
3.	To authorise the board of directors of the Company to fix directors’
	remuneration
4.	To re-appoint Elite Partners CPA Limited as auditor and authorise the board of
	directors of the Company to fix auditor’s remuneration
5.	(A)	To grant a general mandate to the directors of the Company to allot,
		issue and deal with additional shares of the Company not exceeding
		20% of the aggregate number of issued shares of the Company
	(B)	To grant a general mandate to the directors of the Company to
		repurchase shares of the Company not exceeding 10% of the aggregate
		number of issued shares of the Company
	(C)	To increase the general mandate to be given to the directors of the
		Company to issue new Shares of the Company
Signature(s)		(Note 5)Dated this		day of		, 2021

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS

2. 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).

3. A member 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 initialled by the person who signs it.

4. 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.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, this form of proxy must be executed under its common seal or under the hand of an officer or attorney duly authorised.

6. 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.

1. To be valid, this form of proxy must be completed, signed and deposited at the branch share registrar and transfer office of the Company in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, together with the power of attorney or other authority (if any) under which it is signed (or a certified copy thereof), not less than 48 hours before the time for holding the Meeting. The completion and return of the form of proxy shall not preclude members of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish and the appointment of the proxy will be revoked if you vote in person at the Meeting.

2. A proxy need not be a member of the Company but must attend the Meeting in person to represent you.

3. The nominal/par value of the shares of the Company will be changed to HK$0.1 if the share consolidation of the Company becoming effective prior to the date of the Meeting. PERSONAL INFORMATION COLLECTION STATEMENT

Yourproxies)supplyand yourof yourvotingand instructionsyour proxy’sfor(ortheproxies’)Meetingname(s)of the Companyand address(es)(the ‘‘Purposesis on a voluntary’’). We maybasistransferfor theyourpurposeand yourof processingproxy’s (oryourproxies’)requestname(s)for theandappointmentaddress(es)oftoaourproxyagent,(or 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 Tengis Limited at the above address.