NOIZ Group Ltd. — Proxy Solicitation & Information Statement 2023

Aug 4, 2023

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NOIZ GROUP LIMITED 聲揚集團有限公司

(formerly known as “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 TO BE HELD ON FRIDAY, 25 AUGUST 2023

I/We (Name) (Block capitals, please) of (Address) being the registered holder(s) of (Note 2) shares of HK$0.10 each in the capital of NOIZ Group Limited (the ‘‘Company’’) hereby appoint (Name) 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 Room 1108, 11/F, Wing On Centre, 111 Connaught Road Central, Central, Hong Kong on Friday, 25 August 2023 at 11: 00 a.m. and at any adjournment thereof for the purposes of considering and, if thought fit, passing the ordinary resolution set out in the notice dated 4 August 2023 convening the Meeting (the ‘‘Notice’’). My/our proxy is authorised and instructed to vote as indicated (Note 4) in respect of the undermentioned resolution:

Unless otherwise specified, capitalised terms used herein shall have the same meanings as those defined in the Notice.

	Ordinary Resolutions (Note 4)	For	Against
1.	To approve the Share Subscription Agreement, the allotment and issue of
	the Subscription Shares and the grant of Specific Mandate A to the Board
	to allot and issue the Subscription Shares.
2.	To approve the 2023 CB Subscription Agreement, the issue of the 2023
	Convertible Bonds and the grant of Specific Mandate B to the Board to
	allot and issue the 2023 CB Conversion Shares.
3.	To approve the Amendment Deed, the 2022 CB Extension and the grant of
	Specific Mandate C to the Board to allot and issue the 2022 CB
	Conversion Shares.
The	full text of the above resolutions are set out in the Notice.

Signature(s)	(Note	5)	Dated	this	day	of	,	2023
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 Hong Kong branch share registrar and transfer office of the Company, Tricor Tengis Limited 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 certified copy thereof), not less than 48 hours before the time for holding the Meeting, i.e. 11: 00 a.m. on Wednesday, 23 August 2023. 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

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 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 Tricor Tengis Limited at the above address.