OSL Group Limited — Proxy Solicitation & Information Statement 2025

Sep 8, 2025

OSL

OSL Group Limited

OSL集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 863)

PROXY FORM FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 26 SEPTEMBER 2025 (AND ANY ADJOURNMENT THEREOF)

Number of shares to which thisproxy from relates (note 1)

I/We (note 2)

of

being the registered holder(s) in the share capital of OSL Group Limited (the "Company") hereby appoint (note 3)

of

or failing him/her the chairperson of the Meeting as my/our proxy to attend on my/our behalf at the extraordinary general meeting of the Company (the "Meeting") to be held at 39/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong on Friday, 26 September 2025 at 10:30 a.m. and at any adjournment thereof for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice (the "Notice") convening the Meeting and at such Meeting (and any adjournment thereof) to vote for me/us and on my/our behalf in respect of the resolutions as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit:

ORDINARY RESOLUTION		FOR (Note 4)	AGAINST (Note 4)
1.	“THAT: (a) the specific mandate subscription agreement (the “Specific Mandate Subscription Agreement”) dated 25 July 2025 (a copy of which has been produced to the meeting marked “A” and signed by the chairman of the meeting for the purpose of identification) and entered into by the Company as issuer and Crown Research Investments Limited as subscriber in relation to the subscription of a maximum of 47,518,000 new shares of the Company (the “Specific Mandate Subscription Shares”) at the subscription price of HK$14.90 per Specific Mandate Subscription Share and the transactions contemplated therein be and are hereby approved, confirmed and ratified; (b) the directors of the Company (the “Directors”) be and are hereby granted a specific mandate to exercise all the powers of the Company to allot and issue the Specific Mandate Subscription Shares, subject to and in accordance with the terms and conditions set out in the Specific Mandate Subscription Agreement. This specific mandate so granted is in addition to, and shall not prejudice nor revoke any general or specific mandate(s) which has/have been granted or may from time to time be granted to the Directors by the shareholders of the Company at, before or after the passing of this resolution; and (c) any one Director be and is hereby authorised to sign, execute, perfect and deliver all such documents and deeds, and do all such acts, matters and things as are, in the opinion of such Director, desirable or expedient to give effect to the Specific Mandate Subscription Agreement, all the transactions contemplated thereunder and/or any matter ancillary or incidental thereto (including without limitation the allotment and issue of the Specific Mandate Subscription Shares pursuant thereto), to agree to such variations, amendments or waivers to or of any of the provisions of the Specific Mandate Subscription Agreement and all documents ancillary or incidental thereto as are, in the opinion of such Director, not of a material nature and in the interest of the Company, and to effect or implement any other matter referred to in this resolution.”

Dated this __ day of __ 2025

Signature(s) (note 5)

Notes:

1. Please insert the number of shares registered in your name(s). If no number is inserted, this proxy form will be deemed to relate to all the shares in the capital of the Company registered in your name(s).
2. Full name(s) and address to be inserted in BLOCK CAPITALS.
3. A proxy need not be a member of the Company. A member is entitled to appoint a proxy/proxies to attend and vote in his stead. If such an appointment is made, you may delete the words "or failing him/her the chairperson of the Meeting" and insert the name and address of the person appointed as proxy in the space provided. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.
4. PLEASE INDICATE WITH a “√” in the appropriate space beside each item how you wish the proxy to vote on your behalf. If this form is returned duly signed, but without any such indication, the proxy will vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the Notice.
5. This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be under its seal or under the hand of an officer or attorney duly authorised. The signature must match the records maintained by the Company's branch share registrar and transfer office in Hong Kong.
6. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy or by representative, will be accepted to the exclusion of the votes of the other joint holder(s). For this purpose, seniority is determined by the order in which the names stand in the Register of Members in respect of the joint holding.
7. To be valid, this proxy form, together with any power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be deposited 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 not less than 48 hours (i.e., 10:30 a.m. on Wednesday, 24 September 2025) before the time appointed for holding the Meeting and any adjournment (as the case may be) thereof.
8. Completion and delivery of the proxy form will not preclude you from attending and voting at the Meeting if you so wish and, in such event, the proxy form shall be deemed to be revoked.

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 (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 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. You/your proxy (or proxies) has/have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to Tricor Investor Services Limited at the above address.