OSL Group Limited — Proxy Solicitation & Information Statement 2025

Jun 5, 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 ANNUAL GENERAL MEETING

TO BE HELD ON 27 JUNE 2025 (AND ANY ADJOURNMENT THEREOF)

Number of shares to which this proxy 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 annual 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, 27 June 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 RESOLUTIONS		FOR (Note 4)	AGAINST (Note 4)
1.	To receive and adopt the audited financial statements of the Company and its subsidiaries and the reports of the directors of the Company (the “Directors”) and the auditors of the Company for the year ended 31 December 2024;
2.	(a) To re-elect Mr. Lee Kam Hung Lawrence as a non-executive Director
	(b) To re-elect Mr. Cui Song as an executive Director
	(c) To re-elect Mr. Tiu Ka Chun, Gary as an executive Director
	(d) To re-elect Mr. Chau Shing Yim, David as an independent non-executive Director
	(e) To re-elect Mr. Yang Huan as an independent non-executive Director
	(f) To authorise the board of Directors to fix the Directors’ remuneration
3.	To appoint Messrs. Deloitte Touche Tohmatsu as independent auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company, and to authorise the board of Directors to fix their remuneration;
4.	To grant the general mandate to the Directors to issue, allot and otherwise deal with additional shares of the Company in the manner as set out in resolution No. 4 of the Notice.

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, 25 June 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.
9. Unless otherwise specified, capitalised terms used in this proxy form shall have the same meanings as those defined in the Circular.

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.