OSL Group Limited — Proxy Solicitation & Information Statement 2025

Apr 14, 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 8 MAY 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 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 Thursday, 8 May 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 approve and adopt the 2025 Share Award Scheme with effect from the Adoption Date, and to authorise the Directors to do all acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the 2025 Share Award Scheme, including but without limitation:
(a) to administer or authorise a committee of the Board to administer the 2025 Share Award Scheme under which Awards will be awarded to the Eligible Participants (as defined in the 2025 Share Award Scheme) under the 2025 Share Award Scheme, including but not limited to determining and granting the Awards in accordance with the terms of the 2025 Share Award Scheme;
(b) to modify and/or amend the 2025 Share Award Scheme from time to time provided that such modification and/or amendment is effected in accordance with the terms of the 2025 Share Award Scheme and subject to the Listing Rules; and
(c) to allot and issue from time to time such Shares which shall not in aggregate, together with the total number of Shares which may be issued in respect of all options and awards to be granted under any other share option schemes and/or share award schemes involving the issuance of new Shares adopted and to be adopted by the Company from time to time, exceed 10% of the issued share capital (excluding Treasury Shares (if any)) of the Company as at the date of approval of the 2025 Share Award Scheme by the Shareholders, as may be required to be allotted and issued pursuant to the grant of the Awards under the 2025 Share Award Scheme and subject to the Listing Rules; and
(d) to consent, if it so deems fit and expedient, to such conditions, modifications and/or variations as may be required or imposed by the relevant authorities in relation to the 2025 Share Award Scheme.
2.	THAT conditional upon resolution no. 1 above being passed, the Service Provider Sublimit be and is hereby approved and adopted, provided that the maximum number of Shares which may be issued in respect of all options and awards to be granted to all service providers (as listed in the definition of "Service Provider Participant" in the section headed "DEFINITIONS" of the circular of the Company dated 14 April 2025 (the "Circular")) under the Relevant Scheme(s) must not in aggregate exceed 1% of the total number of Shares in issue (excluding Treasury Shares (if any)) as at the Adoption Date and that the Directors be authorised to take all such steps and attend all such matters, approve and execute (whether under hand or under seal) such documents and do such other things, for and on behalf of the Company, as the Directors may consider necessary, desirable or expedient to effect and implement the Service Provider Sublimit.
3.	THAT conditional upon resolution no. 1 above being passed, the 2018 Share Award Plan which was approved and adopted by the Board on 21 August 2018 and amended by the Board on 7 September 2018 and 29 October 2021, respectively, be and are hereby terminated with effect from the adoption of the 2025 Share Award Scheme and that the Directors be authorised to take all such steps as may be necessary or desirable to implement this resolution.
4.	THAT conditional upon resolution no. 1 above being passed, the 2021 Share Option Scheme, which was approved and adopted by the Shareholders at the annual general meeting held on 28 May 2021, be and is hereby terminated with immediate effect and that the Directors be authorised to take all such steps as may be necessary or desirable to implement this resolution.

Dated this __ day of __ 2025

Signature(s) (note 5)

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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 Tuesday, 6 May 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.