NOIZ Group Ltd. — Proxy Solicitation & Information Statement 2020

Mar 26, 2020

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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 EXTRAORDINARY GENERAL MEETING

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

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

of (Address)

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 extraordinary general meeting of the Company (the ‘‘Meeting’’) to be held at 1/F., China Building, 29 Queen’s Road Central, Central, Hong Kong on Thursday, 16 April 2020 at 11: 00 a.m., and at any adjournment thereof for the purposes of considering and, if thought fit, passing the ordinary resolutions set out in the notice dated 27 March 2020 convening the Meeting (the ‘‘Notice’’). My/our proxy is authorised and instructed to vote as indicated (Note 4) in respect of the undermentioned resolutions:

• Ordinary Resolutions (Note 4)

• 1. To approve the Rights Issue on the basis of four (4) Rights Shares for every one (1) existing Share held on the Record Date, the Underwriting Agreement (as amended and supplemented by the extension letters dated 31 January 2020, 21 February 2020 and 13 March 2020) and the transactions contemplated thereunder, and the allotment and issue of the Rights Shares.
• 1. To approve the Subscription Agreement (as amended and supplemented by the supplemental agreement dated 20 March 2020) and the transactions contemplated thereunder, the issue of the Team Sunny Convertible Bonds, the allotment and issue of the Team Sunny Conversion Shares and the grant of the Team Sunny Specific Mandate.
• 1. To approve the Fourth Supplemental Deed and the transactions contemplated thereunder, the allotment and issue of the 2008 Conversion Shares and the grant of the 2008 CB Specific Mandate.

For Against

The full text of the above resolutions is set out in the Notice.

Signature(s) (Note 5) Dated this day of , 2020

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.

7. 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, i.e. 11: 00 a.m. on Tuesday, 14 April 2020. 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.

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

PERSONAL INFORMATION COLLECTION STATEMENT

Yourproxysupply(or proxies)of yourandandyouryourvotingproxy’sinstructions(or proxies’)forname(s)the Meetingand address(es)of the Companyis on a(thevoluntary‘‘Purposesbasis’’).forWethemaypurposetransferof yourprocessingand youryourproxy’srequest(orforproxies’)the appointmentname(s) ofanda 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 Tengis Limited at the above address.