OOH Holdings Limited — Proxy Solicitation & Information Statement 2022

Jun 29, 2022

OOH Holdings Limited 奧傳思維控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8091)

PROXY FORM

Form of proxy for use at the Annual General Meeting (‘‘AGM’’) to be held on Friday, 19 August 2022 and any adjournment thereof

I/We[1]

of being the registered holder(s) of Share(s)[2] of HK$0.10 each in the capital of OOH Holdings Limited (the ‘‘Company’’) hereby appoint THE CHAIRMAN OF THE AGM[4] or of as my/our proxy/proxies to attend the AGM (and any adjournment thereof) to be held at Room Three, Level 8, The Wave, 4 Hing Yip Street, Kwun Tong, Kowloon, Hong Kong on Friday, 19 August 2022 at 2:30 p.m. for the purpose of considering and, if thought fit, passing the resolutions set out in the notice convening the AGM and at such meeting (and any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below, and if no such indication is given, as my/our proxy thinks fit.

below, and if no such indication is given, as my/our proxy thinks fit.	below, and if no such indication is given, as my/our proxy thinks fit.	below, and if no such indication is given, as my/our proxy thinks fit.	below, and if no such indication is given, as my/our proxy thinks fit.
ORDINARY RESOLUTIONS				FOR5&6	AGAINST5&6
1.	To receive and consider the audited consolidated financial statements of the Company and the reports of the directors and the independent auditor of the Company for the year ended 31 March 2022.
2.	To re-elect Ms. CHAU Wai Chu Irene as an executive director of the Company.
3.	To re-elect Mr. LEAN Chun Wai as an executive director of the Company.
4.	To re-elect Ms. LAM Hiu Ying as an independent non-executive director of the Company.
5.	To authorize the board of directors of the Company to fix the directors’ remuneration.
6.	To reappoint Mazars CPA Limited as the independent auditor of the Company and to authorize the board of directors of the Company to fix its remuneration.
7.	To give a general mandate to the directors of the Company to allot, issue and deal with additional shares not exceeding 20% of the existing issued share capital.
8.	To give a general mandate to the directors of the Company to repurchase shares in the capital of the Company not exceeding 10% of the existing issued share capital.
9.	T n	o extend the general mandate granted to the directors of the Company to issue new shares by adding the umber of shares repurchased.
Dated this day of 2022 Signature7 Notes: 1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The names of all joint registered holders should be stated. 2. Please insert the number of ordinary shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the Shares registered in your name(s). 3. Any member of the Company (‘‘Members’’) entitled to attend and vote at the meeting is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it, and the proxy need not be a Member but must attend the meeting in person to represent the Member. 4. If any proxy other than the chairman of the AGM is preferred, please strike out ‘‘THE CHAIRMAN OF THE AGM’’ and insert the name and address of the proxy desired in the space provided. A Member who is the holder of two or more shares may appoint more than one proxy to attend and vote on his/her/its behalf at the meeting provided that if more than one proxy is so appointed, the appointment shall specify the number of Shares in respect of which each such proxy is so appointed. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT. 5. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTIONS, PLEASE TICK THE APPROPRIATE BOXES MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS, PLEASE TICK THE APPROPRIATE BOXES MARKED ‘‘AGAINST’’. Failure to complete any or all the boxes will entitle your proxy to cast his/her votes 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. 6. All resolutions will be put to vote by way of poll at the meeting. Every Member present in person (in the case of a Member being a corporation, by its duly authorized representative) or by proxy shall have one vote for every fully paid share of which he/she/it is the holder. A person entitled to more than one vote need not use all his/her votes or cast all the votes he/she uses in the same way and in such cases, please state the relevant number of shares in the appropriate box(es) above. 7. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney or other person duly authorized. 8. To be valid, this form of proxy together with the power of attorney (if any) 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 and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong (which will be relocated to 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong with effect from 15 August 2022), not later than 48 hours before the time fixed for holding this meeting or the adjourned meeting. 9. In the 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 of the joint holders stand in the register of members of the Company in respect of the joint holding. 10. Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting and, in such event, the form of proxy shall be deemed to be revoked.

PERSONAL INFORMATION COLLECTION STATEMENT

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