THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in OOH Holdings Limited (the “Company”), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

OOH Holdings Limited

奥傳思維控股有限公司

(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8091)

PROPOSALS FOR

GENERAL MANDATES TO ISSUE NEW SHARES
AND REPURCHASE SHARES
RE-ELECTION OF RETIRING DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting (“AGM”) of the Company to be held at Room Three, Level 8, The Wave, 4 Hing Yip Street, Kwun Tong, Kowloon, Hong Kong on Wednesday, 20 August 2025 at 2:00 p.m. is set out on pages 14 to 18 of this circular.

Whether or not you are able to attend the AGM, you are requested to complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM if you so wish and in such event, the proxy form shall be deemed to be revoked.

This circular will remain on the “Latest Listed Company Information” page of the Stock Exchange’s website at www.hkexnews.hk for at least 7 days from the date of posting and on the website of the Company at www.ooh.com.hk.

22 July 2025

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.

Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

CONTENTS

Page

DEFINITIONS ... 1

LETTER FROM THE BOARD

INTRODUCTION ... 3

PROPOSED GRANTING OF GENERAL MANDATES
TO ISSUE NEW SHARES AND REPURCHASE SHARES ... 3

RE-ELECTION OF RETIRING DIRECTORS ... 4

AGM ... 5

CLOSURE OF REGISTER OF MEMBERS ... 6

RESPONSIBILITY STATEMENT ... 6

RECOMMENDATION ... 6

APPENDIX I — EXPLANATORY STATEMENT ON
THE REPURCHASE MANDATE ... 7

APPENDIX II — DETAILS OF THE RETIRING DIRECTOR
PROPOSED FOR RE-ELECTION ... 11

NOTICE OF ANNUAL GENERAL MEETING ... 14

ii -

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

"AGM"
the annual general meeting of the Company to be held at Room Three, Level 8, The Wave, 4 Hing Yip Street, Kwun Tong, Kowloon, Hong Kong on Wednesday, 20 August 2025 at 2:00 p.m., the notice of which is set out on pages 14 to 18 of this circular

"Articles"
the articles of association of the Company as amended from time to time

"Board"
the board of Directors

"Close Associate(s)"
has the same meaning ascribed to it under the GEM Listing Rules

"Company"
OOH Holdings Limited, a company incorporated in the Cayman Islands with limited liability with its shares listed on GEM

"Core Connected Person"
has the same meaning ascribed to it under the GEM Listing Rules

"Director(s)"
the director(s) of the Company

"GEM"
GEM operated by the Stock Exchange

"GEM Listing Rules"
the Rules Governing the Listing of Securities on GEM of the Stock Exchange, as amended, supplemented or otherwise modified from time to time

"Group"
the Company and its subsidiaries from time to time

"HK$"
Hong Kong Dollars, the lawful currency of Hong Kong

"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China

"Latest Practicable Date"
15 July 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information for inclusion in this circular

"Nomination Committee"
the nomination committee of the Board

"Remuneration Committee"
the remuneration committee of the Board

DEFINITIONS

"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time

"Share(s)"
the ordinary share(s) in the share capital of the Company

"Shareholder(s)"
the registered holder(s) of the Share(s)

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"Takeovers Code"
the Code on Takeovers and Mergers and Share Buy-back, as amended, supplemented and otherwise modified from time to time

"%"
per cent.

LETTER FROM THE BOARD

OOH Holdings Limited

奧傳思維控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8091)

Executive Directors:
Ms. CHAU Wai Chu Irene
(Chairlady and Chief Executive Officer)
Mr. LEAN Chun Wai

Registered Office:
Cricket Square
Hutchins Drive, PO Box 2681
Grand Cayman, KY1-1111
Cayman Islands

Non-Executive Director:
Mr. DA SILVA Antonio Marcus

Principal Place of Business in Hong Kong:
Suite A5, 9/F
Jumbo Industrial Building
189 Wai Yip Street
Kwun Tong, Kowloon
Hong Kong

Independent Non-Executive Directors:
Mr. LAM Yau Fung Curt
Ms. SUEN Wan Nei Winnie
Ms. CHEUNG Kit Yi

22 July 2025

To the Shareholders

Dear Sir or Madam

PROPOSALS FOR

GENERAL MANDATES TO ISSUE NEW SHARES
AND REPURCHASE SHARES
RE-ELECTION OF RETIRING DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the AGM, amongst others, for (i) granting the general mandates to the Directors to allot, issue, deal with new Shares and repurchase existing Shares; and (ii) re-election of retiring Directors.

PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES

On 9 September 2024, resolutions were passed by the Shareholders at the general meeting of the Company giving general mandates to the Directors (i) to allot, issue and deal with new Shares with an aggregate nominal amount not exceeding 20% of the aggregate nominal value of the issued share capital of the Company; (ii) to repurchase Shares with an aggregate

LETTER FROM THE BOARD

nominal amount not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company; and (iii) to add to the general mandate for issuing Shares set out in paragraph (i) above the number of Shares repurchased by the Company pursuant to the repurchase mandate set out in paragraph (ii) above. The above general mandates will expire at the conclusion of the AGM.

At the AGM, three separate ordinary resolutions will be proposed for the purposes for granting general mandates to the Directors:

(a) to allot, issue and deal with new Shares with an aggregate nominal amount not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue (the “Issue Mandate”) as at the date of passing the resolution approving the Issue Mandate;

(b) to repurchase Shares with an aggregate nominal amount not exceeding 10% of the aggregate nominal amount of the share capital of the Company in issue (the “Repurchase Mandate”) as the date of passing the resolution approving the Repurchase Mandate; and

(c) to add to the general mandate for issuing Shares set out in paragraph (a) above the number of Shares repurchased by the Company pursuant to the Repurchase Mandate (the “Extension of Share Issue Mandate”).

The full text of the three resolutions to be proposed at the AGM as referred to above are set out in resolution numbers 7, 8 and 9 in the notice of the AGM contained in pages 14 to 17 of this circular.

An explanatory statement required under Rule 13.08 of the GEM Listing Rules to provide the Shareholders with all the information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution for the Repurchase Mandate is set out Appendix I to this circular.

RE-ELECTION OF RETIRING DIRECTORS

Pursuant to article 83(3) of the Articles, the Directors shall have power from time to time and at any time to appoint any person as a director either to fill a casual vacancy on the Board or as an addition to the existing Board. Any Director appointed by the Board to fill a casual vacancy shall hold office only until the first general meeting of members after his appointment and be subject to re-election at such meeting and any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election. Accordingly, Ms. CHEUNG Kit Yi, being as the independent non-executive Director, shall retire and being eligible, offer himself for re-election at the AGM.

Pursuant to article 84(1) of the Articles, at each annual general meeting one-third of the Directors for the time being (or if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at an annual general meeting at least once every three

LETTER FROM THE BOARD

years. Accordingly, Ms. CHAU Wai Chu Irene and Mr. LEAN Chun Wai, being as the executive Directors, shall retire and being eligible, offer themselves for re-election at the AGM.

The re-election of Directors has been reviewed by the nomination committee of the Company which recommended to the Board that the re-election be proposed for Shareholders' approval at the AGM. The nomination committee of the Company have considered that in view of their diverse and different educational backgrounds and professional knowledge and experience as set out in Appendix II to this circular, Ms. CHAU Wai Chu Irene, Mr. LEAN Chun Wai and Ms. CHEUNG Kit Yi will bring valuable perspectives, knowledge, skills and experiences to the Board for its efficient and effective functioning and their appointments will contribute to the diversity (in particular in terms of skills) of the Board appropriate to the requirements of the Company's business.

The nomination committee of the Company has also assessed and reviewed the annual confirmation of independence based on the independence criteria as set out in Rule 5.09 of the GEM Listing Rules of Ms. CHEUNG Kit Yi, and the Board re-affirmed the independence of Ms. CHEUNG Kit Yi.

The biographical details of Directors who is proposed to be re-elected at the AGM are set out in Appendix II to this circular.

AGM

The notice convening the AGM is set out on pages 14 to 18 of this circular.

A form of proxy for use at the AGM is enclosed with this circular. Such form of proxy is also published on the website of the Stock Exchange at www.hkexnews.hk and the Company's website at www.ooh.com.hk. Whether or not you intend to attend the AGM, you are requested to complete and return the form of proxy to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM if you so wish and in such event, the proxy form shall be deemed to be revoked.

Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of the Shareholders at a general meeting of the Company must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, the resolutions to be considered and, if thought fit, approved at the AGM will be voted by way of a poll by the Shareholders. An announcement on the poll results will be made by the Company after the AGM, in the manner prescribed under Rule 17.47(5) and (5A) of the GEM Listing Rules.

LETTER FROM THE BOARD

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Friday, 15 August 2025 to Wednesday, 20 August 2025, both days inclusive, during which period no transfer of Shares shall be registered. In order to qualify for attending and voting at the AGM, all transfers accompanied by the relevant Share certificates and transfer forms, must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Thursday, 14 August 2025. The record date for ascertaining Shareholders' entitlement to attend and vote at the meeting is Wednesday, 20 August 2025.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Directors consider that the proposed granting of the Issue Mandate, the Repurchase Mandate, the Extension of the Share Issue Mandate and the re-election of retiring Directors are in the best interests of the Company and the Shareholders as a whole. The Directors, together with their Close Associates, intend to vote in favour of the relevant resolutions in respective shareholdings in Company and recommend the Shareholders to vote in favour of such relevant resolutions to be proposed at the AGM.

Yours faithfully

By the Order of the Board of

OOH Holdings Limited

CHAU Wai Chu Irene

Chairlady and Chief Executive Officer

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

This appendix serves as an explanatory statement, as required pursuant to Rule 13.08 and other relevant provisions of the GEM Listing Rules, to provide you with the requisite information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution to approve the grant of the Repurchase Mandate.

GEM LISTING RULES RELATING TO THE REPURCHASE OF SHARES

The GEM Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their own securities on the Stock Exchange subject to certain restrictions.

SHAREHOLDERS' APPROVAL

All proposed repurchase of securities (which must be fully paid up in the case of shares) by a company with a primary listing on the Stock Exchange must be approved in advance by an ordinary resolution of the Shareholders, either by way of general mandate or by specific approval of a particular transaction.

SHARE CAPITAL

As at the Latest Practicable Date, a total of 720,000,000 Shares were in issue. As at the Latest Practicable Date, the Company did not have any outstanding options, warrants and convertible securities to subscribe for the Shares. Assuming that no further Shares are issued or repurchased during the period from the Latest Practicable Date until the AGM, exercise in full of the Repurchase Mandate, on the basis of 720,000,000 Shares in issue as at the Latest Practicable Date, could result in up to a maximum of 72,000,000 Shares being repurchased by the Company.

REASONS FOR REPURCHASE

The Directors have no present intention to repurchase any Shares but consider that the Repurchase Mandate will provide the Company with the flexibility to make such repurchase when appropriate and beneficial to the Company. Such repurchase, depending on market conditions and funding arrangements at the time, may lead to enhancement of the net asset value of the Company and/or the earnings per share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole. The number of Shares to be repurchased on any occasion and the price and other terms on which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.

SOURCE OF FUNDS

The Directors propose that the repurchase of Shares under the Repurchase Mandate would be financed by the Company's internal resources.

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

In repurchasing the Shares, the Company may only apply funds which are legally available for such purposes in accordance with the memorandum of association of the Company, the Articles, the GEM Listing Rules and the applicable laws and regulations of the Cayman Islands. The Companies Act of the Cayman Islands provides that the amount of capital repaid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant shares, or the funds of the company that would otherwise be available for distribution by way of dividend or distribution or the proceeds of a new issue of shares made for the purpose of the repurchase. It is envisaged that the funds required for any repurchase of the Shares would be derived from the capital paid up on the Shares being repurchased and from the distributable profits of the Company.

6. EFFECT OF EXERCISING THE REPURCHASE MANDATE

The exercise of the Repurchase Mandate in full may have a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in its most recent published audited accounts contained in the annual report of the Company for the year ended 31 March 2025).

The Directors do not propose to exercise the power to repurchase Shares pursuant to the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in its most recent published audited accounts contained in the annual report of the Company for the year ended 31 March 2025) which in the opinion of the Directors are from time to time appropriate for the Company. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are purchased will be decided by the Directors at the relevant time having regard to the circumstances then pertaining.

7. DIRECTORS AND CORE CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their respective Close Associates have any present intention, if the Repurchase Mandate is approved by the Shareholders, to sell any Share to the Company.

No Core Connected Person has notified the Company that he/she has a present intention to sell Shares to the Company in the event that the Repurchase Mandate is approved by the Shareholders.

8. DIRECTORS' OBLIGATIONS

The Directors will exercise the powers of the Company to make repurchase pursuant to the Repurchase Mandate in accordance with the GEM Listing Rules and the applicable laws of the Cayman Islands.

Neither this explanatory statement nor the Repurchase Mandate contains any unusual features.

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

9. EFFECT OF THE TAKEOVERS CODE

If, as a result of the Company exercising its powers to repurchase securities pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert (as defined in the Takeovers Code), depending on the level of increase of the Shareholders’ interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 or 32 of the Takeovers Code.

As at the Latest Practicable Date, to the best knowledge and belief of the Directors, Goldcore Global Investments Limited and Ms. CHAU Wai Chu Irene, the Chairlady of the Board, Chief Executive Officer and an executive Director, were the controlling shareholders of the Company, holding 278,640,000 Shares, representing 38.7% of the total number of the issued Shares. In the event that the Directors will exercise in full the Repurchase Mandate, the interests in the Company of each of Goldcore Global Investments Limited and Ms. CHAU Wai Chu Irene would be increased to 43% of the total number of the issued Shares and such increase will not give rise to any obligation to make a mandatory offer under Rules 26 or 32 of the Takeovers Code. Save as aforesaid, the Directors are not aware of any consequence which may arise under the Takeovers Code as a consequence of any repurchase of Shares under the Repurchase Mandate.

The Directors do not intend to exercise the power to repurchase Shares to an extent which would render any Shareholder or group of Shareholders obliged to make a mandatory offer under Rules 26 or 32 of the Takeovers Code. The Directors will not repurchase the Shares on GEM if the repurchase would result in the number of the listed securities which are in the hands of the public falling below 25%, being the relevant minimum prescribed percentage for the Company as required by the Stock Exchange.

10. SHARE REPURCHASE MADE BY THE COMPANY

No repurchase of Shares had been made by the Company during the six months preceding the Latest Practicable Date (whether on the Stock Exchange or otherwise).

APPENDIX I

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

11. SHARE PRICES

The highest and lowest prices per Share at which the Shares were traded on the Stock Exchange during each of the past twelve months and up to the Latest Practicable Date were as follows:

	Price per Share
	Highest
HK$	Lowest
HK$
2024
July	0.039	0.029
August	0.032	0.024
September	0.027	0.023
October	0.032	0.025
November	0.030	0.022
December	0.023	0.021
2025
January	0.021	0.020
February	0.026	0.020
March	0.026	0.024
April	0.024	0.021
May	0.022	0.021
June	0.025	0.020
July (up to the Latest Practicable Date)	0.024	0.020

10 -

APPENDIX II

DETAILS OF THE RETIRING DIRECTOR PROPOSED FOR RE-ELECTION

Set out below is the biographical details of the Director who will retire at the conclusion of the AGM and will be proposed to be re-elected at the AGM.

Ms. CHAU Wai Chu Irene (周慧珠), aged 75, is the Chairlady of the Board, an Executive Director, the Chief Executive Officer and a controlling shareholder of the Company. She is also a member of remuneration committee of the Company. Ms. Chau is responsible for providing leadership to the Board and advising on the business strategies of the Group. She was appointed as a Director on 28 June 2016. Ms. Chau had been a director of the Company's subsidiaries, Media Savvy Limited and Media Savvy Marketing Limited since July 2007 and December 2012, respectively. Ms. Chau was a co-founder of the Group and prior to becoming a director of MSL, Ms. Chau was a senior management of the Group responsible for managing the relationships with minibus route operators and taxi owners, and securing of advertising space with these operators. Ms. Chau also holds directorships in a number of the other subsidiaries within the Group, namely Media Savvy Marketing International Limited, Media Savvy In-Store Media Limited, Medic Savvy Media Limited, A1 Advertising & Production Company Limited and OOH La La Printing and Production Limited. Ms. Chau has over 25 years of experience in the outdoor media advertising industry. She has gained experience in the marketing field since the late 90's where she has held a senior role in the commercial field and also worked in non-profit organizations.

Save as disclosed above, Ms. Chau did not hold any directorship in other listed companies in the last three years prior to the Latest Practicable Date the securities of which are listed on any securities market in Hong Kong or overseas, nor does she have any relationship with any directors, senior management or substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Ms. Chau beneficially held a long position of 278,640,000 Shares, representing 38.70% of the total issued Shares, within the meaning of Part XV of the SFO.

Ms. Chau has entered into a service contract with the Company for a term of three years commencing from 7 February 2023 and is subject to retirement by rotation and eligible for re-election pursuant to the Articles. Ms. Chau is entitled to a remuneration of HK$1,619,400 per annum, which was determined by the Board with reference to the recommendation from the remuneration committee of the Company and her duties and responsibilities with the Company and the Group as a whole, the remuneration policy of the Company as well as the prevailing market rates; and discretionary bonus if considered appropriate and be determined by the Board from time to time, with reference to her services and contribution to the Company.

Save as disclosed above, there are no other matters concerning Ms. Chau that need to be brought to the attention of the Shareholders and there is no other information to be disclosed pursuant to the requirements of Rule 17.50(2)(h) to (v) of the GEM Listing Rules.

11 -

APPENDIX II

DETAILS OF THE RETIRING DIRECTOR PROPOSED FOR RE-ELECTION

Mr. LEAN Chun Wai (梁俊威), aged 54, is an Executive Director. He is also a member of Nomination Committee. He was appointed as a Director on 28 June 2016. Mr. Lean is responsible for providing leadership in the operation department and managing the relationships and securing advertising space with the Group's advertising space providers in the healthcare media platform. Mr. Lean supervises the information management system of advertising spaces of the Group and also manages the design and production department of the Group, responsible for printing and installation of advertising materials, procurement and supplier's relationship. Mr. Lean joined the Group in June 2011 and served as marketing consultant. He was appointed as a director of the Company's subsidiaries, Media Savvy Limited and Media Savvy Marketing Limited in December 2012. He was later appointed as a director of certain subsidiaries of the Company, Media Savvy Marketing International Limited, Medic Savvy Media Limited, A1 Advertising & Production Company Limited, OOH La La Printing and Production Limited, Auto Savvy Limited, Vehicle Savvy Limited and M Savvy Media Limited. Mr. Lean has over 28 years of marketing experience.

Save as disclosed above, Mr. Lean did not hold any directorship in other listed companies in the last three years prior to the Latest Practicable Date the securities of which are listed on any securities market in Hong Kong or overseas, nor does he have any relationship with any directors, senior management or substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Lean did not have and was not deemed to have, any interests or short positions in the securities of the Company within the meaning of Part XV of the SFO.

Mr. Lean has entered into a service contract with the Company for a term of three years commencing from 7 February 2023 and is subject to retirement by rotation and eligible for re-election pursuant to the Articles. Mr. Lean is entitled to a remuneration of HK$1,140,000 per annum, which was determined by the Board with reference to the recommendation from the remuneration committee of the Company and his duties and responsibilities with the Company and the Group as a whole, the remuneration policy of the Company as well as the prevailing market rates; and discretionary bonus if considered appropriate and be determined by the Board from time to time, with reference to his services and contribution to the Company.

Save as disclosed above, there are no other matters concerning Mr. Lean that need to be brought to the attention of the Shareholders and there is no other information to be disclosed pursuant to the requirements of Rule 17.50(2)(h) to (v) of the GEM Listing Rules.

12 -

APPENDIX II

DETAILS OF THE RETIRING DIRECTOR PROPOSED FOR RE-ELECTION

Ms. CHEUNG Kit Yi (張潔怡), aged 45, was appointed as an independent non-executive Director on 9 September 2024. She is the chairlady of Corporate Governance Committee, and a member of each of the Nomination Committee of the Board and the Audit Committee. She is the assistant accounting manager of Gemini Investment (HK) Limited, a subsidiary of Gemini Investments (Holdings) Limited which is listed the Main Board of the Stock Exchange (stock code: 174). She was an executive director of the Company and the financial controller of the Group and resigned all positions of the Group with effect from 1 July 2020. She has over 25 years of accounting, auditing, taxation and finance experience. Ms. Cheung obtained a Bachelor of Science with Honours in Accounting the University of Hull.

Ms. CHEUNG did not hold any directorship in other listed companies in the last three years prior to the Latest Practicable Date the securities of which are listed on any securities market in Hong Kong and overseas, nor does she have any relationship with any directors, senior management or substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Ms. CHEUNG did not have, and was not deemed to have, any interests or short positions in the securities of the Company within the meaning of Part XV of the SFO.

Ms. Cheung has entered into a letter of appointment of the Company for an initial term of two years commencing from 9 September 2024 and is subject to retirement by rotation and eligible for re-election pursuant to the Company's articles of association. Ms. Cheung is entitled to a remuneration of HK$96,000 per annum, which was determined by the Board with reference to the recommendation from the remuneration committee of the Company and her duties and responsibilities with the Company and the Group as a whole, the remuneration policy of the Company as well as the prevailing market rates; and the discretionary bonus if considered appropriate and be determined by the Board from time, with reference to her services and contribution to the Company.

Save as disclosed above, there are no other matters concerning Ms. CHEUNG that need to be brought to the attention of the Shareholders and there is no other information to be disclosed pursuant to the requirements of Rule 17.50(2)(h) to (v) of the GEM Listing Rules.

13 -

NOTICE OF ANNUAL GENERAL MEETING

OOH Holdings Limited

奧傳思維控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8091)

NOTICE IS HEREBY GIVEN that the annual general meeting (the “AGM”) of OOH Holdings Limited (the “Company”) will be held at Room Three, Level 8, The Wave, 4 Hing Yip Street, Kwun Tong, Kowloon, Hong Kong on Wednesday, 20 August 2025 at 2:00 p.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolutions as ordinary resolutions:

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 2025;
To re-elect Ms. CHAU Wai Chu Irene as an executive director of the Company;
To re-elect Mr. LEAN Chun Wai as an executive director of the Company;
To re-elect Ms. CHEUNG Kit Yi as an independent non-executive director of the Company;
To authorize the board of directors of the Company to fix the directors’ remuneration;
To reappoint Forvis Mazars CPA Limited as the independent auditor of the Company and authorize the board of directors of the Company to fix its remuneration; and

As special business, to consider and, if thought fit, pass the following resolutions (with or without amendments) as ordinary resolutions:

“THAT:

(a) subject to paragraph (c) below, the exercise by the directors of the Company during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and deal with new shares in the capital of the Company and to make or grant offers, agreements, options (including bonds, warrants and debentures convertible into shares of the Company) and rights of exchange or conversion which might require the exercise of such powers, subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) (as amended from time to time) (the “GEM Listing Rules”) be and is hereby generally and unconditionally approved;

(b) the approval in paragraph (a) above shall authorise the directors of the Company during the Relevant Period (as defined in paragraph (d) below) to make or grant offers, agreements, options (including bonds, warrants and

14 -

NOTICE OF ANNUAL GENERAL MEETING

debentures convertible into shares of the Company) and rights of exchange or conversion which would or might require the exercise of such powers either during or after the end of the Relevant Period (as defined in paragraph (d) below);

(c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the directors of the Company pursuant to the approval in paragraphs (a) and (b) above, otherwise than pursuant to (i) a Rights Issue (as defined in paragraph (d) below); (ii) the exercise of the rights of subscription or conversion under the terms of any warrants which may be issued by the Company or any securities which are convertible into shares; (iii) the exercise of options granted under any share option scheme or similar arrangement adopted by the Company for the grant or issue to the employees, officers, directors and/or any of its subsidiaries and/or other eligible participants specified thereunder of options to subscribe for or rights to acquire shares of the Company; and (iv) any scrip dividend or similar arrangement providing for allotment and issue of shares in lieu of the whole or part of a dividend on the shares of the Company in accordance with the articles of association of the Company from time to time, shall not exceed 20% of the aggregate nominal amount of the existing issued share capital of the Company as at the date of passing of this resolution and the said approval shall be limited accordingly; and

(d) for the purpose of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, or any applicable laws of the Cayman Islands to be held; and

(iii) the passing of an ordinary resolution of the shareholders of the Company in general meeting revoking or varying such mandate.

“Rights Issue” means an offer of shares of the Company or offer or issue of warrants or options or other securities giving rights to subscribe for the shares of the Company open for a period fixed by the directors of the Company to holders of shares of the Company on the register of members of the Company on a fixed record date in proportion to their then holding of such shares (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the

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NOTICE OF ANNUAL GENERAL MEETING

requirements of, any jurisdiction outside Hong Kong or any recognized regulatory body or any stock exchange, in any territory outside Hong Kong, applicable to the Company).

"THAT:

(a) subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as defined in paragraph (c) below) of all the powers of the Company to purchase or repurchase shares of all classes and securities which carry a right to subscribe or purchase shares issued directly or indirectly by the Company on the Stock Exchange or on any other stock exchange on which the shares or securities of the Company may be listed and is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Securities and Futures Commission of Hong Kong, the Companies Act of the Cayman Islands, the GEM Listing Rules or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

(b) the aggregate nominal amount of the shares of all classes and securities which carry a right to subscribe or purchase shares issued directly or indirectly by the Company which may be purchased or repurchased by the Company pursuant to the approval in paragraph (a) above shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

"Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;

(iii) the passing of an ordinary resolution of the shareholders of the Company in general meeting revoking or varying such mandate."

NOTICE OF ANNUAL GENERAL MEETING

"THAT conditional upon resolution numbers 7 and 8 above being passed (with or without amendments), the general and unconditional mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and deal with shares of the Company pursuant to the resolution set out in resolution number 7 above be and is hereby extended by the addition thereto an amount of shares representing the aggregate nominal amount of shares of the Company purchased or repurchased by the Company pursuant to the authority granted to the directors of the Company under resolution number 8 above, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of this resolution."

By the Order of the Board of
OOH Holdings Limited
CHAU Wai Chu Irene
Chairlady and Chief Executive Officer

Hong Kong, 22 July 2025

Notes:

Any shareholder of the Company ("Shareholder(s)") entitled to attend and vote at the AGM is entitled to appoint one or, if he/she is the holder of two or more Shares, more than one proxy to attend and vote on his/her behalf in accordance with the articles of association of the Company. A proxy need not be a Shareholder.
Where there are joint holders of a Share, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she was solely entitled thereto if more than one of such joint holders are present at the AGM, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand first in the register of members of the Company in respect of the joint holding.
In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, must be deposited at the Company's Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not later than 48 hours before the time for holding the AGM or any adjournment thereof.
To ascertain the Shareholders' entitlement to attend and vote at the meeting, the register of members of the Company will be closed from 15 August 2025 to 20 August 2025, both days inclusive, during which period no transfer of shares shall be registered. In order to be eligible to attend and vote at the AGM, all transfers accompanied by the relevant share certificates and transfer forms, must be lodged with the Company's Hong Kong branch share registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration not later than 4:30 p.m. on 14 August 2025. The record date for ascertaining Shareholders' entitlement to attend and vote at the meeting is Wednesday, 20 August 2025.
Delivery of an instrument appointing a proxy shall not preclude a Shareholder from attending and voting in person at the AGM or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.
If a tropical cyclone warning signal number 8 or above is issued, or "extreme conditions" caused by super typhoons or a "black" rainstorm warning is in effect any time at or after 12:00 noon on the date of the AGM, then the meeting will be adjourned in accordance with the existing articles of association of the Company and the Shareholders will be informed the date, time and place of the adjourned meeting and if necessary, be given notice thereof pursuant to the existing articles of association of the Company.

NOTICE OF ANNUAL GENERAL MEETING

As at the date of this notice, the directors of the Company are:

Executive Directors
Ms. CHAU Wai Chu Irene (Chairlady and Chief Executive Officer)
Mr. LEAN Chun Wai

Non-Executive Director
Mr. DA SILVA Antonio Marcus

Independent Non-Executive Directors
Mr. LAM Yau Fung Curt
Ms. SUEN Wan Nei Winnie
Ms. CHEUNG Kit Yi

18 -

AI assistant

OOH Holdings Limited Proxy Solicitation & Information Statement 2025

51263_rns_2025-07-21_f3741387-f3e5-4b0d-9c7b-733ad9013885.pdf

OOH Holdings Limited

奥傳思維控股有限公司

PROPOSALS FOR

DEFINITIONS

OOH Holdings Limited

奧傳思維控股有限公司

PROPOSALS FOR

INTRODUCTION

PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES

RE-ELECTION OF RETIRING DIRECTORS

AGM

CLOSURE OF REGISTER OF MEMBERS

RESPONSIBILITY STATEMENT

RECOMMENDATION

6. EFFECT OF EXERCISING THE REPURCHASE MANDATE

7. DIRECTORS AND CORE CONNECTED PERSONS

8. DIRECTORS' OBLIGATIONS

9. EFFECT OF THE TAKEOVERS CODE

10. SHARE REPURCHASE MADE BY THE COMPANY

11. SHARE PRICES

OOH Holdings Limited

奧傳思維控股有限公司

AI assistant

OOH Holdings Limited — Proxy Solicitation & Information Statement 2025

51263_rns_2025-07-21_f3741387-f3e5-4b0d-9c7b-733ad9013885.pdf

OOH Holdings Limited

奥傳思維控股有限公司

PROPOSALS FOR

DEFINITIONS

OOH Holdings Limited

奧傳思維控股有限公司

PROPOSALS FOR

INTRODUCTION

PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES

RE-ELECTION OF RETIRING DIRECTORS

AGM

CLOSURE OF REGISTER OF MEMBERS

RESPONSIBILITY STATEMENT

RECOMMENDATION

6. EFFECT OF EXERCISING THE REPURCHASE MANDATE

7. DIRECTORS AND CORE CONNECTED PERSONS

8. DIRECTORS' OBLIGATIONS

9. EFFECT OF THE TAKEOVERS CODE

10. SHARE REPURCHASE MADE BY THE COMPANY

11. SHARE PRICES

OOH Holdings Limited

奧傳思維控股有限公司

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OOH Holdings Limited Proxy Solicitation & Information Statement 2025