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 OSL Group Limited (the “Company”), you should at once hand this circular and the accompanying proxy form 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 the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited 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.

OSL
OSL Group Limited
OSL集團有限公司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 863)

PROPOSED ADOPTION OF THE 2025 SHARE AWARD SCHEME AND
PROPOSED TERMINATION OF THE 2018 SHARE AWARD PLAN
AND THE 2021 SHARE OPTION SCHEME
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING

Capitalised terms used in this cover shall have the same meanings as those defined in the section headed “Definitions” in this circular. A letter from the Board is set out on pages 9 to 20 of this circular.

A notice convening the EGM of the Company 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. is set out on pages EGM-1 to EGM-3 of this circular.

A proxy form is enclosed with this circular. Whether or not you intend to attend and vote at the EGM, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon 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 later than 48 hours (i.e., 10:30 a.m. on Tuesday, 6 May 2025) before the time appointed for the holding of the EGM or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude you from subsequently attending and voting at the EGM or any adjournment thereof (as the case may be) should you so desire and, in such event, the proxy form shall be deemed to be revoked.

14 April 2025

CONTENTS

Page

DEFINITIONS ... 1
LETTER FROM THE BOARD ... 9
APPENDIX — THE SUMMARY OF THE RULES OF
THE 2025 SHARE AWARD SCHEME ... APP-1
NOTICE OF EXTRAORDINARY GENERAL MEETING ... EGM-1

DEFINITIONS

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

“2018 Share Award Plan” the share award plan of the Company approved and adopted by the Board on 21 August 2018 and amended by the Board on 7 September 2018 and 29 October 2021, respectively;

“2018 Trust” the trust constituted by the 2018 Trust Deed;

“2018 Trust Deed” a trust deed entered into between the Company as settlor and the 2018 Trustee as trustee of the 2018 Trust on 21 August 2018 (as restated, supplemented and amended from time to time);

“2018 Trustee” the trustee as appointed under the 2018 Trust Deed to act as trustee of the 2018 Trust, and any additional or replacement trustees, being the trustee or trustees for the time being of the trusts declared in the 2018 Trust Deed;

“2021 Share Option Scheme” the share option scheme of the Company approved and adopted by the Shareholders at the annual general meeting held on 28 May 2021;

“2025 Share Award Scheme” the share award scheme, as constituted by the Scheme Rules, to be approved and adopted by the Shareholders at the EGM, and a summary of the principal terms of which is set out in the Appendix to this circular;

“2025 Trust” the trust constituted by the 2025 Trust Deed;

“2025 Trust Deed” a trust deed to be entered into between the Company as settlor and the 2025 Trustee as trustee of the 2025 Trust (as restated, supplemented and amended from time to time);

“2025 Trustee” the trustee as appointed under the 2025 Trust Deed to act as trustee of the 2025 Trust, and any additional or replacement trustees, being the trustee or trustees for the time being of the trusts declared in the 2025 Trust Deed. As at the Latest Practicable Date, the 2025 Trustee is Futu Trustee Limited, which is a professional trustee independent of the Company;

“Adoption Date” the date on which the 2025 Share Award Scheme is approved by the Shareholders at the EGM and the Company adopts the 2025 Share Award Scheme;

– 1 –

DEFINITIONS

"Articles of Association"
the third amended and restated articles of association of the Company (as amended from time to time);

"associates"
has the meaning ascribed to it under the Listing Rules;

"Award"
an award of the Awarded Interests by the Board to a Selected Participant in accordance with the 2025 Share Award Scheme;

"Awarded Cash"
in respect of a Selected Participant, refers to such amount of cash received from the sale of Awarded Shares awarded to him or her, net of all taxes, fees, levies, stamp duty and other charges in connection with such sale;

"Awarded Interests"
the Awarded Shares and/or Awarded Cash and the Related Income (if any) under the Award;

"Awarded Shares"
in respect of a Selected Participant, refers to such number of Shares as awarded to him or her by the Board, which may include new Shares as well as existing Shares in issue;

"Board"
the board of Directors, and if applicable, such committee or sub-committee of the board of Directors, individual Director(s) or one or more officers of the Company as delegated with the power and authority from time to time to administer the 2018 Share Award Plan and/or the 2025 Share Award Scheme and/or to deal with the 2018 Trust/2018 Trustee/2025 Trust/2025 Trustee under the supervision of the board of Directors;

"Business Day"
any day (other than Saturday, Sunday or public holiday) on which the Stock Exchange is open for trading and on which banks are open for business in Hong Kong;

DEFINITIONS

“Change in Control”

a change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes 30% or more of the total voting power of the stock of the Company, except that any change in the ownership of the stock of the Company as a result of a private financing of the Company that is approved by the Board will not be considered a Change in Control; and for the purpose of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company; and for the avoidance of doubt, a transaction will not constitute a Change in Control if (a) its sole purpose is to change the jurisdiction of the Company’s incorporation or (b) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction;

“Contributed Amount”

cash paid or made available to the 2025 Trust by way of settlement or otherwise contributed to the 2025 Trust by the Company, any Subsidiary and/or any party designated by the Company for the purpose of the 2025 Share Award Scheme;

“Core connected person(s)”

shall have the meaning ascribed to it under the Listing Rules;

“Director(s)”

the director(s) of the Company;

“Eligible Participant”

any individual being an Employee Participant, Related Entity Participant or Service Provider Participant at any time during the Trust Period;

“Employee Participant”

directors and employees (including full-time employees and part-time employees) of any member of the Group (including persons who are granted Awards under the 2025 Share Award Scheme as an inducement to enter into employment contracts with any member of the Group);

DEFINITIONS

“Excluded Participant”
any Eligible Participant who is resident in a place where the grant of an Award and/or the vesting and transfer of the Awarded Interests pursuant to the Scheme Rules is not permitted or desirable under the laws or regulations of such place or where in the view of the Board or the 2025 Trustee (as the case may be), compliance with applicable laws or regulations in such place makes it necessary or expedient to exclude such Eligible Participant;

“Extraordinary General Meeting” or “EGM”
the extraordinary general meeting of the Company 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. or at any adjournment thereof (as the case may be), to consider and, if thought fit, approve the proposed adoption of the 2025 Share Award Scheme, the proposed termination of the 2018 Share Award Plan and the proposed termination of the 2021 Share Option Scheme;

“Grant Date”
the date (which must be a Business Day) on which an Award is granted to an Eligible Participant by way of Grant Letter;

“Grant Letter”
the letter issued by the Company to the Eligible Participant pursuant to Awarded Interests granted under the 2025 Share Award Scheme containing terms and conditions of the Awarded Interests;

“Group”
the Company and its Subsidiaries from time to time, and “member of the Group” means any or a specific one of them;

“HK$”
means Hong Kong dollar, the lawful currency of Hong Kong;

“Hong Kong”
means The Hong Kong Special Administrative Region of the People’s Republic of China;

“Latest Practicable Date”
8 April 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular;

“Listing Rules”
Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited;

“Related Entity Participant”
directors and employees (including full-time employees and part-time employees) of the holding companies, fellow Subsidiaries or associated companies of the Company;

– 4 –

DEFINITIONS

“Related Income”
any and all cash and non-cash income, dividends or distributions, and non-cash and non-scrip distributions in respect of any Shares less any tax, fees, levies, stamp duty and other charges applicable;

“Relevant Eligible Participant”
has the meaning ascribed to it in paragraph 5 of the Appendix to this circular;

“Relevant Scheme(s)”
the 2025 Share Award Scheme and any other share options scheme and/or share award schemes involving issuance of new Shares adopted and to be adopted by the Company from time to time;

“Residual Cash”
(a) any Contributed Amount, if received by the 2025 Trust for the subscription for or purchase of Shares, which is unutilised and, if applicable, un-refunded to the Company or such other person who contributed the Contributed Amount;
(b) any Contributed Amount received by the 2025 Trust for any purpose other than the subscription for or purchase of Shares; and
(c) other cash in the Trust Fund (including without limitation (i) any cash income or dividends derived from or in respect of Shares held under the 2025 Trust; (ii) other cash income or net proceeds of sale of non-cash and non-scrip distribution derived from or in respect of the Shares held under the 2025 Trust; and (iii) all interest or income derived from deposits maintained with licensed or regulated banks in Hong Kong or elsewhere);

“Scheme Mandate Limit”
the total number of Shares which may be issued in respect of all options and awards to be granted under the 2025 Share Award Scheme and other share schemes of the Company (if any) shall not in aggregate exceed 10% of the issued Shares as at the Adoption Date (excluding Treasury Shares (if any));

“Scheme Rules”
the rules for the 2025 Share Award Scheme set forth therein including all amendments and supplements hereto;

“Selected Participant(s)”
the Eligible Participant(s) selected by the Board pursuant to the Scheme Rules for participation in the 2025 Share Award Scheme (or his legal personal representative or lawful successor as the case may be);

– 5 –

DEFINITIONS

"Service Provider Participant"

any person who, or entity which, provides services to the Group on a continuing or recurring basis in its ordinary and usual course of business which are in the interests of the long-term growth of the Group or which will contribute significantly to the growth of the Group's financial or business performance, including independent contractors, consultants, advisers and suppliers engaged to provide services in relation to research and development, engineering or technical contribution, the design or development or distribution of products/services provided by the Group, product commercialisation, marketing, innovation upgrading, strategic/commercial planning on corporate image and investor relations in investment environment of the Group with respect to prime brokerage services, payment services, digital assets custody services, software services, IT implementation services and trading platform services provided by the Group, as determined by the Board in its sole and absolute discretion, provided that any (i) placing agents or financial advisers providing advisory services for fundraising, mergers or acquisitions; and (ii) professional service providers such as auditors or valuers who provide assurance or are required to perform their services with impartiality and objectivity should not be Service Provider Participants;

"Service Provider Sublimit"

the total 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" above) 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;

"SFO"

the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);

"Share(s)"

ordinary share(s) with par value of HK$0.01 each in the share capital of the Company;

"Shareholder(s)"

holder(s) of the Share(s);

"Stock Exchange"

The Stock Exchange of Hong Kong Limited;

"subsidiary(ies)"

has the meaning given to it by the Listing Rules;

"Supplementary Guidance"

the supplementary guidance on Rule 17.03(13) of the Listing Rules set forth in the letter issued by the Stock Exchange on 5 September 2005;

DEFINITIONS

“Treasury Shares”

Shares repurchased and held by the Company in treasury (if any), as authorised by the laws and regulations of the Cayman Islands and/or the Articles of Association, or has the meaning as may be amended from time to time in accordance with the Listing Rules;

“Trust Fund”

the funds and properties held directly or indirectly under the 2025 Trust and managed by the 2025 Trustee for the benefit of the Selected Participants (other than the Excluded Participants), including without limitation:

(a) HK$100 as initial sum;

(b) all Shares acquired by the 2025 Trustee for the purpose of the 2025 Trust (including but not limited to any Awarded Shares whether or not vested in a Selected Participant) and such other scrip income (including but not limited to bonus Shares and scrip dividends declared by the Company) derived from the Shares held upon the 2025 Trust;

(c) all Shares transferred to the 2025 Trustee from the 2018 Trustee of the 2018 Share Award Plan, as duly instructed by the Company;

(d) any cash (including Residual Cash);

(e) any other property hereafter paid, transferred, or delivered to or otherwise placed under the control of and (in any such case) accepted by the 2025 Trustee as additions to the Trust Fund;

(f) all issued shares in the capital of the Trust SPV; and

(g) all other properties from time to time representing (a) to (f) above;

“Trust Period”

has the same meaning defined in the 2025 Trust Deed;

“Trust SPV”

a company which is a wholly-owned subsidiary of the 2025 Trustee and designated as the entity holding the Awarded Shares;

DEFINITIONS

"Vesting Date"
in respect of a Selected Participant, refers to the date on which his entitlement to the relevant Award is vested in such Selected Participant in accordance the Scheme Rules; and

"%"
per cent.

LETTER FROM THE BOARD

OSL

OSL Group Limited

OSL集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 863)

Executive Directors:
Mr. Cui Song (Chief Executive Officer)
Mr. Tiu Ka Chun, Gary
Ms. Xu Kang
Mr. Yang Chao

Non-executive Director
Mr. Lee Kam Hung Lawrence (Chairman)

Independent non-executive Directors:
Mr. Chau Shing Yim, David
Mr. Xu Biao
Mr. Yang Huan

Registered office:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands

Principal Place of Business in Hong Kong:
39/F, Lee Garden One,
33 Hysan Avenue,
Causeway Bay,
Hong Kong

14 April 2025

To the Shareholders

Dear Sir or Madam,

PROPOSED ADOPTION OF THE 2025 SHARE AWARD SCHEME AND PROPOSED TERMINATION OF THE 2018 SHARE AWARD PLAN AND THE 2021 SHARE OPTION SCHEME

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information and to seek your approval, inter alia, on the proposed adoption of the 2025 Share Award Scheme and the proposed termination of the 2018 Share Award Plan and the 2021 Share Option Scheme. A Notice of Extraordinary General Meeting containing the resolutions to be proposed at the EGM is set out in this circular.

LETTER FROM THE BOARD

PROPOSED ADOPTION OF THE 2025 SHARE AWARD SCHEME AND TERMINATION OF THE 2018 SHARE AWARD PLAN

With effect from 1 January 2023, Chapter 17 of the Listing Rules has been amended to govern both share option schemes and share award schemes of listed issuers. There are multiple changes to Chapter 17 that would eventually entail substantial revisions to the 2018 Share Award Plan.

In view of such amendments and for simplicity, the Company proposes to terminate the 2018 Share Award Plan, and to adopt the 2025 Share Award Scheme. The proposal allows the Company to provide incentives to Eligible Participants to contribute to the Group and to enable the Group to recruit and retain high-calibre employees and attract human resources that are valuable to the Group.

The 2018 Share Award Plan was adopted by the Board on 21 August 2018 (as amended by the Board on 7 September 2018 and 29 October 2021, respectively) and is valid and effective for a period of 10 years commencing on the adoption date.

Pursuant to the terms of the 2018 Share Award Plan, such plan may be terminated earlier as determined by the Board, provided that such termination shall not affect any subsisting rights of any selected participants under the 2018 Share Award Plan. Upon termination of the 2018 Share Award Plan, (i) no further share award may be granted under the 2018 Share Award Plan but in all other respects the terms of the 2018 Share Award Plan shall remain in full force and effect; and (ii) share awards granted prior to the termination of the 2018 Share Award Plan shall continue to be valid and vest in accordance with the provisions of the 2018 Share Award Plan, save and except for the accelerated vesting of share awards on any selected participant which the Board may in its sole and absolute discretion decide. Any other Shares and non-cash income remaining in the trust fund not set aside pursuant to the 2018 Share Award Plan shall be sold by the 2018 Trustee within thirty (30) Business Days of receiving notice of termination of the 2018 Share Award Plan, and the net proceeds of such sale together with any unutilised Group contribution (i.e., such amount in the share premium account of the Company or such other share-based payment reserves or such other reserves or funds allocated by the Board out of the Company's resources for the subscription or purchase of awarded shares by the 2018 Trustee) held by the 2018 Trustee shall be returned to the Company. Such settlement arrangement in respect of any Shares remaining in the trust fund not set aside pursuant to the 2018 Share Award Plan may be amended by the Company upon a resolution of the Board, provided that no such alteration shall operate to affect adversely any rights of any selected participant in respect of their awarded Shares which remain unvested and such amendment is in compliance with the Listing Rules.

10 -

LETTER FROM THE BOARD

As at the Latest Practicable Date, there were 332,829 unvested awarded shares under the 2018 Share Award Plan and the vesting of which is not conditional upon achievement of performance targets. Such vesting schedule is in line with the original terms of the 2018 Share Award Plan and has not been accelerated.

The following table sets out the details of unvested awarded shares under the 2018 Share Award Plan as at the Latest Practicable Date:

Category of participants	Date of vesting of awarded shares	Unvested as at the Latest Practicable Date
Employees	4 September 2025 to 4 September 2026	329,181
Consultants (Note 1)	4 September 2025	3,648
Total		332,829

Note:
1. The consultants provide consultancy services in relation to developing customer acquisition and retention strategy and building strong networks with financial institutions for business development.

The Board has no present intention to grant any further award under the 2018 Share Award Plan up to the date of the EGM.

According to the rules of the 2018 Share Award Plan, the 2018 Share Award Plan was funded by new Shares allotted and issued by the Company and existing Shares of the Company. As at the Latest Practicable Date, the Company did not have any Treasury Shares, no grant of awarded shares was satisfied by Treasury Shares under the 2018 Share Award Plan.

The 2025 Share Award Scheme will be funded by new Shares allotted and issued by the Company and existing Shares of the Company. According to the rules of the 2025 Share Award Scheme, no grant of Awarded Shares will be satisfied by Treasury Shares.

Reasons for the adoption of the 2025 Share Award Scheme

The purposes and objectives of the 2025 Share Award Scheme are (a) to recognise the contribution by certain Eligible Participants and to provide them with incentives in order to retain them for the continual operation and development of the Group; and (b) to attract suitable personnel for further development of the Group.

11 -

LETTER FROM THE BOARD

(a) Scope of Eligible Participants

The Board considers that the 2025 Share Award Scheme will motivate more people to contribute to the Group's development. The award of Awarded Shares under the 2025 Share Award Scheme will enable the Group to recruit, incentivise and retain high-caliber talents, and as such, it is in the interests of the Group to adopt the 2025 Share Award Scheme. Furthermore, the Board considers that the Eligible Participant(s) will share the same interests and objectives with the Group by acquiring entity interest in the Company through the Awarded Shares. This is beneficial to the long-term development of the Group.

In addition, the adoption of the 2025 Share Award Scheme is in line with modern commercial practice that directors, full-time or part-time employees and service providers of the Group and the Related Entities are given incentives to work towards the goal of enhancing the enterprise value and attaining to the long-term objectives of the Company for the benefit of the Group as a whole. As such, the Directors consider that the adoption of the 2025 Share Award Scheme is in the interests of the Company and the Shareholders as a whole.

The provisions of the 2025 Share Award Scheme will comply with the requirements of the amended Chapter 17 of the Listing Rules (effective from 1 January 2023).

In determining the basis of an Employee Participant, the Board will consider a range of factors, such as their performance, their skill, knowledge, experience, expertise and other personal qualities, their length of service and their contribution or potential contribution to the development and growth of the Group.

From time to time, Related Entity Participants will provide advisory services, consultancy services, and/or other professional services to the Group relating to the Group's principal businesses or on areas that are desirable and necessary from a commercial perspective and help maintain or enhance the competitiveness of the Group, or otherwise will have contributions to the development and growth to the Group. As such, the Company considers appropriate to include Related Entity Participants as Eligible Participants. In determining the basis of a Related Entity Participant, the Board will consider a range of factors, such as their individual performance, job position, job duties, their length of service and their contribution or potential contribution to the development and growth of the Group, and employment conditions according to the prevailing market practice and industry standard.

LETTER FROM THE BOARD

the Group. In determining the basis of a Service Provider Participant, the Board will, on a case by case basis, take into account the following factors, including but not limited to (i) the individual performance of relevant Service Provider Participants; (ii) the length of business relationship with the Group; (iii) the materiality and nature of the business relationship with the Group (such as whether they relate to the core business of the Group and whether such business dealings could be readily replaced by third parties); (iv) the background, reputation and track record of the relevant Service Provider Participants; (v) the scale of business dealings with the Group, in particular, whether such Service Provider Participants could bring positive impacts to the Group's business with regard to factors such as the actual or expected increase in the Group's revenue or profits or reduction in costs which is or may be attributable to the Service Provider Participants; and (vi) the Group's future business plans in relation to further collaboration with such Service Provider Participants and the long-term support that the Group may receive accordingly.

Given the success of the Group requires the co-operation and contribution not only from its directors and employees or proposed employees, but also from various other parties who play an instrumental role in and/or make actual or potential contributions to the business and development of the Group, the Board (including the independent non-executive Directors) are of view that the grant of the Awards to the Eligible Participant(s) who are Related Entity Participants and Service Provider Participants would not only align the interest of the Group and the Shareholders with the interest of these Eligible Participants, but also provide incentives and rewards for:

(i) the participation and involvement in promoting the business of the Group;
(ii) providing better services or products as well as timely market intelligence to the Group in their capacity; or
(iii) maintaining a good and long-term relationship with the Group.

The Group is principally engaged in the digital assets and blockchain platform business in Hong Kong. The Group has been a market leader in the regulated digital asset market servicing investors in the Asia-Pacific region.

The Board (including independent non-executive Directors) are also of the view that the various criteria for determining the eligibility of the Related Entity Participants and Service Provider Participants as set out above will ensure that the grant of Awards under the 2025 Share Award Scheme will be in line with the purpose of the 2025 Share Award Scheme and the long term interests of the Company and its Shareholders. Having considered that (a) the Related Entity Participants are valuable human resources to the Group as they often engage in projects or other business collaborations in connection with the Group's businesses, which have contributed to the development and growth of the Group's businesses; and (b) the Service Provider Participants have played significant roles in the Group's business development and growth by contributing their specialised skills in fields such as research and development, innovation, marketing and other areas relating to the Group's operations, the Board (including independent non-executive Directors) consider that the proposed Related Entity Participants and Service Provider Participants are in line with the Company's business needs and the industry norm, desirable and necessary from a commercial perspective and help maintain or

13 -

LETTER FROM THE BOARD

enhance the competitiveness of the Group and will not give rise to any material dilution effect on the shareholdings of the Company, and is therefore in the interest of the Company and its Shareholders as a whole. Through the grant of the Awards, such Eligible Participants will share a common goal with the Group in the growth and development of the Group's business, and they could participate in the future prospect of the Group, such as assisting the Group in sourcing global resources, and share the additional reward through their continuous contribution.

In light of the above and having considered that attracting and recruiting high-caliber talents are of importance to the Group's further development, the Board (including the independent non-executive Directors) is of the view that the current categories of Eligible Participants as applied under the 2025 Share Award Scheme are fair and reasonable as this will offer the Board with sufficient flexibility to attract and incentivise those Selected Participants to contribute to the overall growth and development of the Group while preserving cash resources of the Group and thus, is in the interest of the Company and its Shareholders as a whole.

The Board has sought advice from its Hong Kong legal advisers and understands the adoption of the 2025 Share Award Scheme does not constitute an offer of Shares or debentures under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32 of the Laws of Hong Kong) ("Companies (WUMP) Ordinance") and therefore the prospectus requirements under Companies (WUMP) Ordinance are not applicable to the adoption of the 2025 Share Award Scheme. The Company will continue to observe the requirements under Companies (WUMP) Ordinance and ensure any grant of Awarded Shares under the 2025 Share Award Scheme does not constitute an offer of Shares or debentures under Companies (WUMP) Ordinance or will qualify under the exemption thereof.

(b) Scheme Mandate Limit

The total number of Shares which may be issued in respect of all options and awards to be granted under the Relevant Scheme(s) shall not in aggregate exceed 10% of the issued Shares as at the Adoption Date (excluding Treasury Shares (if any)).

The total 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 this 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;

As at the Latest Practicable Date, there were 626,353,184 Shares in issue. Assuming that there will be no change in the number of the issued Shares between the Latest Practicable Date and the Adoption Date, (i) the Scheme Mandate Limit would be 62,635,318 Shares, representing approximately 10% of the issued Share capital of the Company on the Adoption Date (excluding Treasury Shares (if any)); and (ii) the Service Provider Sublimit would be 6,263,531 Shares, representing approximately 1% of the issued Share capital of the Company (excluding Treasury Shares (if any)) on the Adoption Date.

14 -

LETTER FROM THE BOARD

(d) Vesting Period

As disclosed in the paragraph headed “Vesting of Awarded Shares” in the Appendix to this circular, the vesting period of the Awarded Interests shall not be less than twelve (12) months from the Grant Date save for certain circumstances permitted under the rules of the 2025 Share Award Scheme. The Board believes that its ability to provide for flexible accelerated exercisability or vesting of an Award in certain cases allows it to provide a competitive remuneration package to attract and retain individuals to provide services to the Group, and to provide for succession planning and the effective transition of employee responsibilities.

The Company and the Board believe that a shorter Vesting Period may be more beneficial to the Company than a strictly enforced Vesting Period of not less than twelve (12) months for the following reasons:

(i) Under certain circumstances, a strict requirement of twelve (12) months of vesting would be impractical or unfair to the grantee, such as those set out in items (a) and (b) in the paragraph headed “Vesting of Awarded Shares” in the Appendix to this circular.

(ii) The Company reserves the discretion to formulate its talent recruitment and retention strategy according to its circumstances, for example, in a competitive and dynamic business environment, imposing vesting conditions based on performances instead of arbitrary vesting criteria based on time, may be more efficient and meaningful (item (c) in the paragraph headed “Vesting of Awarded Shares” in the Appendix to this circular).

(iii) It would be beneficial to the Company to retain flexibility in the effective rearrangement of employee duties and conclusion of remunerations and to reward exceptional performers with accelerated or more compact vesting schedule, enabling the Group to provide a competitive remuneration package to attract and retain individuals, to reward past contribution which may otherwise be neglected due to administrative or compliance reasons and to grant Awarded Shares in exceptional circumstances where justified (items (d), (e) and (f) in the paragraph headed “Vesting of Awarded Shares” in the Appendix to this circular).

Accordingly, the Board and Committee believes that a shorter Vesting Period is appropriate in the circumstances described above, and aligns with the purpose of the 2025 Share Award Scheme, the Listing Rules and market practice so as to promote long-term commitment and stability among Eligible Participants.

15 -

LETTER FROM THE BOARD

Pursuant to the provisions of item (c) in the paragraph headed “Vesting of Awarded Shares” in the Appendix to this circular, the Company considers that a shorter Vesting Period is appropriate in the circumstances for the following reasons:

(i) The circumstances disclosed above are specific and exceptional, shortening vesting period will be triggered only in these specific cases; and

(ii) The purpose of the 2025 Share Award Scheme is, among other things, to motivate the Employee Participant so as to retain them for the continuous operation and development of the Group. An Employee Participant whose employment is terminated due to death or disability or the occurrence of any out-of-control event are circumstances beyond the control of the Employee Participants and, as such, should not be an obstacle to the implementation of the purpose of the scheme. Retention of Employee Participants is particularly important as the Group’s success is heavily dependent on the contribution of its workforce.

(e) Performance target and clawback mechanism

The Board may at its discretion specify any conditions (including performance targets) which must be satisfied before the Award may be vested in the Grant Letter. Such performance targets may include, among other things, business, financial, operations targets and the creation of capital value for the Group’s business (such as an increase in revenue and/or net profit) and individual performance indicators suitable to the role and responsibilities of the relevant Selected Participant. The Board believes that by increasing the flexibility of the Board in setting the terms and conditions of the 2025 Share Award Scheme in particular circumstances of each grant, the Company will be in a better position to provide meaningful incentives to attract and retain high calibre talents and to strengthen the ties with those who have been/are bringing value to the development of the Group through the 2025 Share Award Scheme. It is not practicable to specify a common set of performance targets in the 2025 Share Award Scheme, since each grantee will have different roles and contribute to the Group in different ways. The Board considers that it is more beneficial for the Company to retain the flexibility to determine when and to what extent such conditions are appropriate in light of the particular circumstances of each grant, and therefore such arrangements align with the purposes of the 2025 Share Award Scheme.

As disclosed in the paragraph headed “Clawback Mechanism” in the Appendix to this circular, the Board may, at its sole and absolute discretion, require the Selected Participants to return the gains from the vested Awarded Interests in the event of serious misconduct, omission to perform any of his duties or other circumstances. For the avoidance of doubt, the clawback mechanism does not include any event involving a material misstatement in the Company’s financial statements.

The Board believes that the aforesaid will provide the Board with more flexibility in setting the terms and conditions of the Awards under particular circumstances of each grant and facilitate the Board’s aim to offer meaningful incentives to attract and retain quality personnel that are valuable to the development of the Group and for the benefit of the Group and the Shareholders as a whole.

16 -

LETTER FROM THE BOARD

As at the Latest Practicable Date, the Company intends to grant Awards under the 2025 Share Award Scheme. The Board will from time to time consider whether to grant any Awarded Shares to the Eligible Participants based on a number of factors including, among others, the Group's overall financial performance, the individual performance of the Eligible Participants and their contribution to the revenue, profits or business development of the Group.

Conditions of the adoption of the 2025 Share Award Scheme

The adoption of the 2025 Share Award Scheme is conditional upon (i) approval of the Shareholders being obtained through the passing of resolutions by the Shareholders to adopt the 2025 Share Award Scheme and to authorise the Board to grant Awards under the 2025 Share Award Scheme and to allot, issue and deal with Shares pursuant to the grant of any Awards in accordance with the terms and conditions of the 2025 Share Award Scheme; and (ii) the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, such number of Shares representing the Scheme Mandate Limit to be allotted and issued by the Company pursuant to any grant of any Awards in accordance with the terms and conditions of the 2025 Share Award Scheme.

Application has been made to the Stock Exchange for the approval of the listing of, and permission to deal in, the Shares to be allotted and issued by the Company pursuant to the grant of Awards in accordance with the terms and conditions of the 2025 Share Award Scheme.

PROPOSED TERMINATION OF THE 2021 SHARE OPTION SCHEME

The 2021 Share Option Scheme was approved and adopted by the Shareholders on 28 May 2021 and has validity of ten years.

Pursuant to the terms of the 2021 Share Option Scheme, the Company by resolution in general meeting or the Board may at any time terminate the operation of the 2021 Share Option Scheme and in such event no further options will be offered but options granted prior to such termination shall continue to be valid and exercisable in accordance with provisions of the 2021 Share Option Scheme.

The Company had 780,000 options outstanding under the 2021 Share Option Scheme as at the Latest Practicable Date. The Board proposes to terminate the 2021 Share Option Scheme subject to and upon the adoption of the 2025 Share Award Scheme at the EGM.

17 -

LETTER FROM THE BOARD

The following table sets out the details of outstanding options under the 2021 Share Option Scheme as at the Latest Practicable Date:

Category of grantees	Date of grant of options	Exercise price (HK$)	Validity period	Outstanding as at the Latest Practicable Date
Employees	22 July 2022	10	22 July 2022 to 22 August 2027	480,000
Independent non-executive Directors	22 July 2022	10	22 July 2022 to 22 August 2027	300,000
Total				780,000

GENERAL

None of the Directors is a trustee of the 2025 Share Award Scheme nor has a direct or indirect interest in the 2025 Trustees.

A summary of the principal rules of the 2025 Share Award Scheme is set out in Appendix to this circular. A copy of the 2025 Share Award Scheme will be made available for inspection at the EGM and will be published on the respective websites of HKEXnews operated by the Stock Exchange at https://www.hkexnews.hk and the Company at https://group.osl.com for a period of not less than fourteen (14) days before the date of the EGM.

Application has been made to the Listing Committee of the Stock Exchange for the approval of the listing of, and permission to deal in, the Shares which may fall to be issued pursuant to the award of the Awarded Shares under the 2025 Share Award Scheme.

As at the Latest Practicable Date, no Shareholder had a material interest in the adoption of the 2025 Share Award Scheme. As such, no Shareholder is required to abstain from voting on the resolutions in relation thereto.

As awards may be granted to a director, chief executive or substantial shareholder of the Company or any of its associates, Rule 17.04 of the Listing Rules is applicable.

The Company will enter into the 2025 Trust Deed with Futu Trustee Limited and appoint it as the 2025 Trustee under the 2025 Share Award Scheme. To the best knowledge, information and belief of the Board after making all reasonable enquiries, the 2025 Trustee and its ultimate beneficial owners are all independent of the Company under the Listing Rules.

18 -

LETTER FROM THE BOARD

THE EGM AND CLOSURE OF REGISTER OF MEMBERS

A notice convening the EGM to be held at 10:30 a.m. on Thursday, 8 May 2025 at 39/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong as set out on pages EGM-1 to EGM-3 of this circular for the Shareholders to consider and, if thought fit, to approve the proposed adoption of the 2025 Share Award Scheme, the proposed termination of the 2018 Share Award Plan and the proposed termination of the 2021 Share Option Scheme by way of ordinary resolutions.

A proxy form for use by the Shareholders at the EGM is enclosed with this circular. Whether or not you intend to attend and vote at the EGM, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon 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 later than 48 hours (i.e., 10:30 a.m. on Tuesday, 6 May 2025) before the time appointed for the holding of the EGM or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude you from subsequently attending and voting at the EGM or any adjournment thereof (as the case may be) should you so desire and, in such event, the proxy form shall be deemed to be revoked.

For the purpose of ascertaining shareholders' entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Friday, 2 May 2025 to Thursday, 8 May 2025, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the EGM, Shareholders must lodge all transfer documents accompanied by the relevant share certificates for registration 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 later than 4:30 p.m. on Wednesday, 30 April 2025.

Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the shareholders at a general meeting 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. The chairman of the EGM will therefore demand that the resolutions as set out in the Notice of Extraordinary General Meeting will be voted upon by way of poll at the EGM (or at any adjournment thereof) and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

As far as the Board is aware, there is no Shareholder who is required to abstain from voting under the Listing Rules.

19 -

LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the 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 are of the opinion that the proposed adoption of the 2025 Share Award Scheme, the proposed termination of the 2018 Share Award Plan and the proposed termination of the 2021 Share Option Scheme are in the interests of the Company and the Shareholders as a whole and, accordingly, the Directors recommend all Shareholders to vote in favour of the resolutions to be proposed at the EGM and to approve the same.

Yours faithfully,

For and on behalf of the Board

OSL Group Limited

Cui Song

Executive Director and Chief Executive Officer

20 -

APPENDIX

THE SUMMARY OF THE RULES OF THE 2025 SHARE AWARD SCHEME

The following is a summary of the principal rules of the 2025 Share Award Scheme but does not form part of, nor was it intended to be, part of the 2025 Share Award Scheme nor should it be taken as effecting the interpretation of the 2025 Share Award Scheme:

PURPOSE AND OBJECTIVES OF THE 2025 SHARE AWARD SCHEME

The purposes and objectives of the 2025 Share Award Scheme are to through an Award (a) to recognise and reward the contribution of certain Eligible Participants to the growth and development of the Group and to give incentives thereto in order to retain them for the continual operation and development of the Group; and (b) to attract suitable personnel for further development of the Group.

ADMINISTRATION

The 2025 Share Award Scheme shall be subject to the administration of the Board and the 2025 Trustee in accordance with the Scheme Rules and the 2025 Trust Deed. The decision of the Board with respect to any matter arising under the 2025 Share Award Scheme (including the interpretation of any provision) shall be final and binding. Without prejudice to the foregoing and to the extent permissible under the Listing Rules and other applicable laws and regulations, the Board may resolve to delegate to another committee of the Board or to one or more officers of the Company any or all of the authority and responsibility of the Board under the Scheme Rules and the 2025 Trust Deed.

ELIGIBILITY

The following classes of participants are eligible for participation in the 2025 Share Award Scheme (i.e., the Eligible Participants):

(a) any Employee Participant;

(b) any Related Entity Participant; and

APP-1 -

APPENDIX

THE SUMMARY OF THE RULES OF THE 2025 SHARE AWARD SCHEME

In determining the basis of a Related Entity Participant, the Board will consider a range of factors, such as their individual performance, job position, job duties, their length of service and their contribution or potential contribution to the development and growth of the Group, and employment conditions according to the prevailing market practice and industry standard.

In the case of Service Provider Participants, such category of participants include independent contractors, consultants, advisers and suppliers engaged to provide services, such as research and development, engineering or technical contribution, the design or development or distribution of products/services provided by the Group, product commercialisation, marketing, innovation upgrading, strategic/commercial planning on corporate image and investor relations in investment environment of the Group with respect to prime brokerage services, payment services, digital assets custody services, software services, IT implementation services and trading platform services provided by the Group, who work for the Group where the continuity and frequency of their services are akin to those of employees in providing advisory services, consultancy services, and/or other professional services to the Group on areas relating to the Group's principal businesses or on areas that are desirable and necessary from a commercial perspective and help maintain or enhance the competitiveness of the Group. In determining the basis of a Service Provider Participant, the Board will, on a case by case basis, take into account the following factors, including but not limited to (i) the individual performance of relevant Service Provider Participants; (ii) the length of business relationship with the Group; (iii) the materiality and nature of the business relationship with the Group (such as whether they relate to the core business of the Group and whether such business dealings could be readily replaced by third parties); (iv) the background, reputation and track record of the relevant Service Provider Participants; (v) the scale of business dealings with the Group, in particular, whether such Service Provider Participants could bring positive impacts to the Group's business with regard to factors such as the actual or expected increase in the Group's revenue or profits or reduction in costs which is or may be attributable to the Service Provider Participants; and (vi) the Group's future business plans in relation to further collaboration with such Service Provider Participants and the long-term support that the Group may receive accordingly.

The Board may, from time to time, at its sole and absolute discretion select any Eligible Participant (other than any Excluded Participant) for participation in the 2025 Share Award Scheme as a Selected Participant, and grant an Award to any Selected Participant in such circumstances that the Company will not be required under applicable laws and regulations (including without limitation to the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong)) to issue a prospectus or other offer document in respect thereof and subject to such terms and conditions as the Board may in its sole and absolute discretion determine. The Board may determine that a Selected Participant will be granted Awarded Interests in the form of Awarded Shares or Awarded Cash or in the combination thereof. The Board may also grant the Related Income of the Awarded Interests to any Selected Participant in such amount or to such extent as the Board determines.

The Board will take into account various factors when deciding whether to grant Awarded Cash to a Selected Participant. In particular, if the Board considers that it will not be cost-effective or expedient for the Company to comply with the registration requirements and/or

APP-2 -

APPENDIX

THE SUMMARY OF THE RULES OF THE 2025 SHARE AWARD SCHEME

other formalities in respect of the grant or vesting of Awards to a particular Selected Participant under the laws of the relevant jurisdictions, it may decide to satisfy the Award to such Selected Participant by Awarded Cash. In such case, the Company will instruct the 2025 Trustee to sell the Awarded Shares awarded to such Selected Participant after vesting, and remit the cash proceeds and/or the Related Income derived from such Awarded Shares net of all taxes, fees, levies, stamp duty and other charges in connection with the sale to such Selected Participant.

4. MAXIMUM NUMBER OF SHARES

Scheme Mandate Limit

The total number of Shares which may be issued in respect of all options and awards to be granted under the Relevant Scheme(s) shall not in aggregate exceed 10% of the issued Shares (excluding Treasury Shares (if any)) as at the Adoption Date (i.e., the Scheme Mandate Limit).

Service Provider Sublimit

As at the Latest Practicable Date, there were 626,353,184 Shares in issue. Assuming that there will be no change in the number of the issued Shares between the Latest Practicable Date and the Adoption Date, (i) the Scheme Mandate Limit, would be 62,635,318 Shares, representing approximately 10% of the issued Share capital of the Company (excluding Treasury Shares (if any)) on the Adoption Date; and (ii) the Service Provider Sublimit, would be 6,263,531 Shares, representing approximately 1% of the issued Share capital of the Company (excluding Treasury Shares (if any)) on the Adoption Date.

Awards lapsed in accordance with the terms of the 2025 Share Award Scheme will not be regarded as utilised for the purpose of calculating the Scheme Mandate Limit and the Service Provider Sublimit.

The Board shall not instruct the 2025 Trustee to subscribe for and/or purchase any Shares for the purpose of the 2025 Share Award Scheme when such subscription and/or purchase will result in the Scheme Mandate Limit or the Service Provider Sublimit being exceeded.

APP-3 -

APPENDIX

THE SUMMARY OF THE RULES OF THE 2025 SHARE AWARD SCHEME

Refreshment of the Scheme Mandate Limit and the Service Provider Sublimit

The Company may seek approval by the Shareholders in general meeting for refreshing the Scheme Mandate Limit and the Service Provider Sublimit after three (3) years from the later date of (i) the date of Shareholders' approval for the last refreshment and (ii) the date of adoption of the 2025 Share Award Scheme and in accordance with the applicable Listing Rules.

5. MAXIMUM ENTITLEMENT OF EACH ELIGIBLE PARTICIPANT OF THE COMPANY

The maximum number of Shares, in a twelve (12) months period up to and including the Grant Date, issued or to be issued in respect of all options and awards granted to any Eligible Participant (the "Relevant Eligible Participant") (excluding any options and awards lapsed in accordance with the terms of the Relevant Schemes) under any share schemes of the Company shall not in aggregate exceed 1% of the total number of Shares in issue (excluding Treasury Shares (if any)) as at the Grant Date, unless:

(a) such grant of Award has been duly approved, in the manner prescribed by the relevant provisions of Chapter 17 of the Listing Rules, by the Shareholders in general meeting, at which the Relevant Eligible Participant and his close associates (as such term is defined under the Listing Rules) (or his associates if the Relevant Eligible Participant is a connected person (as such term is defined under the Listing Rules)) has abstained from voting;

(b) a circular containing the details of the Grant has been despatched to the Shareholders in a manner complying with, and containing the information specified in, the relevant provisions of Chapter 17 of the Listing Rules, including but not limited to the identity of the Relevant Eligible Participant, the number and terms of the Awards to be granted (and those previously granted to such Relevant Eligible Participant in the said twelve (12) months period), the purpose of granting the Awards to the Relevant Eligible Participant and an explanation as to how the terms of the Awards serve such purpose; and

(c) the number and terms of such Award are fixed before the general meeting of the Company at which the same are approved.

Where an Award is to be granted to any Director, the chief executive or any substantial shareholder of the Company (or any of their respective associates), the grant shall not be valid unless it has been approved by the independent non-executive Directors, excluding any independent non-executive Director who is the proposed Selected Participant of the Award.

Where an Award (excluding grant of options) is to be granted to a Director (other than an independent non-executive Director) or the chief executive of the Company (or any of their respective associates), and the grant of Award will result in the number of the Shares issued and to be issued in respect of all awards granted to such proposed Selected Participant (excluding any options and awards lapsed in accordance with the terms of the 2025 Share

APP-4 -

APPENDIX

THE SUMMARY OF THE RULES OF THE 2025 SHARE AWARD SCHEME

Award Scheme and 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 (together with the 2025 Share Award Scheme, the "Relevant Scheme(s)") in the twelve months period up to and including the Grant Date, to exceed 0.1% of the total number of Shares in issue (excluding treasury shares (if any)) as at the Grant Date, such grant of Award shall not be valid unless:

(a) the grant of Award has been duly approved, in the manner prescribed by the Listing Rules, by the Shareholders in general meeting, at which the proposed Selected Participant, his associates and all core connected persons of the Company abstained from voting in favour of the relevant resolution granting the approval;

(b) a circular containing the details of the grant of the Award has been despatched to the Shareholders in a manner complying with, and containing the information specified in, the Listing Rules (including but not limited to, the views of the independent non-executive Directors (excluding any independent non-executive director who is the proposed Selected Participant of the Award) as to whether the terms of the grant of the Award are fair and reasonable, whether such grant of Award is in the interests of the Company and Shareholders as a whole, and their recommendation to the independent Shareholders as to voting); and

(c) the number and terms of such Award are fixed before the general meeting of the Company at which the same are approved.

Where an Award is to be granted to an independent non-executive Director or a substantial Shareholder (or any of their respective associates), and the grant of Award will result in the number of Shares issued and to be issued in respect of all options and awards granted to such proposed Selected Participant (excluding any options and awards lapsed in accordance with the terms of the Relevant Schemes) in the twelve months period up to and including the Grant Date, to exceed 0.1% of the total number of Shares in issue (excluding treasury shares (if any)) as at the Grant Date, such grant of Award shall not be valid unless:

(a) the grant of Awards has been duly approved, in the manner prescribed by the Listing Rules, by the Shareholders in general meeting, at which the proposed Selected Participant, his associates and all core connected persons of the Company abstained from voting in favour of the relevant resolution granting the approval;

(b) a circular containing the details of the grant of the Award has been despatched to the Shareholders in a manner complying with, and containing the information specified in, the Listing Rules (including but not limited to, the views of the independent non-executive Directors (excluding any independent non-executive Director who is the proposed Selected Participant of the Award) as to whether the terms of the grant of the Award is fair and reasonable, whether such grant of the Award is in the interests of the Company and Shareholders as a whole, and their recommendation to the independent Shareholders as to voting); and

APP-5 -

APPENDIX

THE SUMMARY OF THE RULES OF THE 2025 SHARE AWARD SCHEME

(c) the number and terms of such Award are fixed before the general meeting of the Company at which the same are approved.

6. AWARD OF AWARDED SHARES

The Board shall, subject to and in accordance with the rules of the 2025 Share Award Scheme, be entitled (but shall not be bound) to, at any time during the continuation of the 2025 Share Award Scheme, grant an Award to any Eligible Participant (as it shall in its absolute discretion select but excluding any Excluded Participant). The Board may determine that a Selected Participant will be granted Awarded Interests in the form of Awarded Shares or Awarded Cash or in the combination thereof. The Board may also grant the Related Income of the Awarded Interests to any Selected Participant in such amount or to such extent as the Board determines.

There is no need for a Selected Participant to pay any consideration for acceptance and purchasing of the Awarded Shares under the 2025 Share Award Scheme.

7. DEALING RESTRICTIONS

No Award shall be made by the Board pursuant to the Scheme Rules and no instructions to acquire any Shares shall be given to the 2025 Trustee under the 2025 Share Award Scheme where dealings in the Shares are prohibited under any code or requirement of the Listing Rules and all applicable laws from time to time.

Without limiting the generality of the foregoing, no Award may be made and no instruction may be given by the Board to the 2025 Trustee to acquire any Shares:

(a) after information that are required to be disclosed under Rule 13.09 of the Listing Rules or inside information that are required to be disclosed under Part XIVA of the SFO has come to the knowledge of the Company until (and including) the trading day after such information has been publicly announced in accordance with the Listing Rules, the SFO and/or the application laws;

(b) during the period of sixty (60) days immediately preceding the publication date of the annual results for any financial period of the Company or, if shorter, the period from the end of the relevant financial period up to the publication date of the results;

(c) during the period of thirty (30) days immediately preceding the deadline for the Company to publish an announcement of its results for any half-year, quarterly or any other interim financial period of the Company (whether or not required under the Listing Rules) or, if earlier, the period of thirty (30) days immediately preceding the Board meeting (as such date is first notified to the Stock Exchange in accordance with the Listing Rules) for approving the Company's results for the relevant half-year, quarterly or any other interim financial period of the Company (whether or not required under the Listing Rules);

APP-6 -

APPENDIX

THE SUMMARY OF THE RULES OF THE 2025 SHARE AWARD SCHEME

(d) in any circumstances under which dealing in Shares by a Selected Participant (including directors of the Company) are prohibited under the Listing Rules, the SFO or any other applicable law or regulation;

(e) in any circumstance where any requisite approval from any governmental or regulatory authority has not been granted; or

(f) in any circumstance where the granting of the Award is prohibited by or would result in a breach of the Listing Rules, the SFO or any other applicable law or regulation.

8. VESTING OF AWARDED SHARES

Subject to the terms and conditions of the 2025 Share Award Scheme and the fulfilment or waiver of all vesting conditions applicable to the vesting of the Awarded Interests on such Selected Participant, the respective Awarded Interests held by the 2025 Trustee on behalf of the Selected Participant pursuant to the provision hereof shall vest in such Selected Participant in accordance with the applicable vesting schedule, and the 2025 Trustee shall cause the Awarded Interests to be transferred to such Selected Participant.

Subject to the terms and conditions of the Scheme Rules, in respect of a Employee Participant who died or retired by agreement with a member of the Group at any time prior to or on the Vesting Date, the Board may in its sole and absolute discretion determine that the Awarded Interests of the relevant Employee Participant shall be deemed to be vested on the day immediately prior to his death or retirement (as the case may be) with the relevant member of the Group.

If there occurs an event of Change in Control of the Company (whether by way of offer, merger, scheme of arrangement or otherwise), the Board shall determine at its sole and absolute discretion whether such Awarded Interests shall vest in the Selected Participant and the time at which such Awarded Interests shall vest. If the Board determines that any Awarded Interests shall be vested to any Selected Participant, the 2025 Trustee shall distribute the Awarded Interests to such Selected Participant in accordance with the relevant rules of the Scheme Rules. The Board shall not reduce the vesting period for Awarded Shares to less than 12 months as a result of any event of Change in Control of the Company unless any of the circumstances in which Employee Participants may be subject to a vesting period of less than 12 months listed below in this paragraph headed "Vesting of Awarded Shares" is applicable.

The Board shall also at its sole discretion determine whether the vesting dates of any Awarded Shares to the Employee Participants will be accelerated as set forth in (f) below.

The vesting period of the Awarded Interests shall not be less than twelve (12) months from the Grant Date provided that the Awards granted to an Employee Participant may be subject to a vesting period of less than twelve (12) months in the following circumstances:

(a) Awards are grant of "make-whole" share awards to an Employee Participant who is a new joiner of the Group to replace the share awards he/she forfeited when leaving the previous employer;

APPENDIX

THE SUMMARY OF THE RULES OF THE 2025 SHARE AWARD SCHEME

(b) Awards are granted to an Employee Participant whose employment is terminated due to retirement, death or disability or occurrence of any out-of-control event, in which circumstances the vesting of shares awards may accelerate;

(c) Awards are subject to performance-based vesting conditions provided in the Grant Letter, in lieu of time-based vesting criteria;

(d) Awards are granted in batches during a year for administrative and compliance reasons, in which case, the vesting period may be shorter to reflect the time from which the Awards would have been granted;

(e) Awards are granted with a mixed or accelerated vesting schedule (such as where the Awards may vest evenly over a period of twelve (12) months); or

(f) Awards with a total vesting and holding period of more than twelve (12) months.

9. LAPSE OF AWARDS

Any Award made to Selected Participant(s) shall automatically lapse forthwith on the occurrence of any of the following:

(a) prior to or on the Vesting Date, the Selected Participant is found to be an Excluded Participant;

(b) prior to or on the Vesting Date, the Selected Participant is deemed to cease to be an Eligible Participant or treated as having ceased to be an Eligible Participant under the following circumstances:

(i) where such person has committed any act of fraud or dishonesty or serious misconduct, whether or not in connection with his employment or engagement by any member of the Group and whether or not it has resulted in his employment or engagement being terminated by the relevant member of the Group;

(ii) where such person has been declared or adjudged to be bankrupt by a competent court or governmental body or has failed to pay his debts as they fall due (after the expiry of any applicable grace period) or has entered into any arrangement or composition with his creditors generally or an administrator has taken possession of any of his assets;

(iii) where such person has been convicted of any criminal offence;

(iv) where such person has engaged in any act that has had or will have a material adverse effect on the reputation or interests of any member of the Group; or

(v) where such person has been convicted of or is being held liable for any offence under or any breach of the SFO or other securities laws or regulations in Hong Kong or any other applicable laws or regulations in force from time to time;

APP-8

APPENDIX

THE SUMMARY OF THE RULES OF THE 2025 SHARE AWARD SCHEME

(c) prior to or on the Vesting Date, the Selected Participant fails to return to the 2025 Trustee the requisite documents prescribed by the Scheme Rules for the purpose of the vesting of the relevant Awarded Interests prior to or on the relevant Vesting Date;

(d) the vesting conditions specified in the Grant Letter are not fully satisfied prior to or on the relevant Vesting Date; and

(e) an order for the winding-up of the Company is made or a resolution is passed for the voluntary winding-up of the Company, the Board determines that the unvested Awarded Interests shall not vest.

In the event of lapse of any Awarded Shares, the relevant Awarded Shares shall not vest on the relevant Vesting Date but shall remain part of the Trust Fund. The relevant Selected Participant shall have no right or claim against the Company, any other member of the Group, the Board, the 2025 Trust or the 2025 Trustee or with respect to those or any other Shares or any right thereto or interest therein in any way.

10. PERFORMANCE TARGETS

At the time of grant of the Awarded Shares, the Board, in its sole and absolute discretion, may specify any performance target(s) for vesting of Awards in the Grant Letter. Such performance targets may include, among other things, business, financial, operations targets and the creation of capital value for the Group's business (such as an increase in revenue and/or net profit) and individual performance indicators suitable to the role and responsibilities of the relevant Selected Participant.

11. VOTING AND DIVIDEND RIGHTS

The 2025 Trustee shall abstain and, where applicable, shall procure the Trust SPV to abstain from exercising the voting rights in respect of any Shares held directly or indirectly by it under the Trust (if any) (including but not limited to the Awarded Shares, any bonus Shares and scrip Shares derived therefrom).

Any Awarded Shares to be transferred to a Selected Participant upon vesting of Awarded Shares granted pursuant to the 2025 Share Award Scheme shall rank pari passu in all respects with the fully-paid Shares in issue then exist on the date of transfer, and accordingly shall entitle the holder of such Shares to participate in all dividends or other distributions paid or made on or after the date of transfer and to exercise all voting rights in respect of such Shares.

Unless otherwise specified by the Board in its sole and absolute discretion in the Grant Letter, the Selected Participant do not have any rights to any cash or non-cash income, dividends or distributions and/or the sale proceeds of non-cash and non-scrip distributions from any Awarded Shares prior to the vesting of such Awarded Shares.

APP-9 -

APPENDIX

THE SUMMARY OF THE RULES OF THE 2025 SHARE AWARD SCHEME

12. DURATION AND TERMINATION OF THE 2025 SHARE AWARD SCHEME

Subject to early termination as may be determined by the Board, the 2025 Share Award Scheme shall be valid and effective for a term of 10 years commencing on the Adoption Date, after which no further Awards shall be granted.

The 2025 Share Award Scheme shall terminate on the earlier of (i) the tenth (10th) anniversary date of the Adoption Date; and (ii) such date of early termination as determined by the Board by a resolution of the Board, provided that such termination shall not affect any subsisting rights of any Selected Participant thereunder.

Upon termination of the 2025 Share Award Scheme:

(a) no further grant of Awarded Shares may be made under the 2025 Share Award Scheme;

(b) all the Awarded Shares of the Selected Participants granted under the 2025 Share Award Scheme shall continue to be held by the 2025 Trustee and become vested in the Selected Participants according to the conditions of the Award, subject to the receipt by the 2025 Trustee of the required documents prescribed by the 2025 Trustee.

(c) Unless otherwise determined by the Board, all Shares (except for any Awarded Shares subject to vesting on the Selected Participants) remaining in the Trust Fund shall be sold by the 2025 Trustee within twenty-eight (28) Business Days (on which the trading of the Shares has not been suspended) (or such longer period as the 2025 Trustee and the Board may otherwise determine);

(d) all net proceeds of sale referred to in the relevant Scheme Rules and such other funds and properties remaining in the Trust Fund managed by the 2025 Trustee (after making appropriate deductions in respect of all disposal costs, liabilities and expenses) shall be remitted to the Company forthwith, and for the avoidance of doubt, the 2025 Trustee may not transfer any Shares to the Company nor may the Company otherwise hold any Shares whatsoever (other than its interest in the proceeds of sale of such Shares pursuant to the Scheme Rules).

(e) Upon written notice by the Board, the Board may at its sole and absolute discretion direct the 2025 Trustee to transfer any and all Shares (except for any Awarded Shares subject to vesting on the Selected Participants) remaining in the Trust Fund to the trustee of any new share award scheme and/or any share option scheme to be adopted by the Company.

For the avoidance of doubt, the temporary suspension of the granting of any Award shall not be construed as a decision to terminate the operation of the 2025 Share Award Scheme.

APP-10 -

APPENDIX

THE SUMMARY OF THE RULES OF THE 2025 SHARE AWARD SCHEME

13. ADJUSTMENTS AND EFFECT OF ALTERATION OF CAPITAL STRUCTURE

If the Company conducts any alteration in the capital structure of the Company (including but not limited to capitalization issue, rights issue, consolidation, subdivision or reduction of the share capital of the Company) whilst any Award remains outstanding, the Board may make equitable adjustments that it considers appropriate, at its sole and absolute discretion, including:

(a) the maximum number of Shares subject to the 2025 Share Award Scheme; and/or
(b) the number of Shares that may be offered by the Company to the Selected Participant pursuant to the Awards that have already granted but not vested,

provided that:

(i) no such adjustments shall be made in respect of an issue of securities by the Company as consideration in a transaction;
(ii) any such adjustments made must give each Selected Participant the same proportion of the share capital of the Company, rounded to the nearest whole Share, as that to which he was previously entitled;
(iii) no such adjustments shall be made which to the extent that a Share would be issued at less than its nominal value;
(iv) no adjustment shall be made to the advantage of the Selected Participant without specific prior approval from the Shareholders;
(v) any adjustment made should have a neutral impact or worse from the perspective of the Selected Participant;
(vi) any such adjustments, other than those made on a capitalization issue, shall be confirmed by an independent financial adviser or the auditors in writing to the Directors as satisfying the requirements of the Scheme Rules, the requirements of the relevant provisions of the Listing Rules and the Supplementary Guidance and any further guidance/interpretation of issued by the Stock Exchange from time to time, and that in the opinion of the auditors or an independent financial adviser that the adjustments made by the Board under the Scheme Rules are fair and reasonable; and
(vii) any adjustments to be made will comply with the Listing Rules, the Supplementary Guidance and any further guidance/interpretation of the Listing Rules from time to time.

14. TRANSFERABILITY

An Award shall be personal to the Selected Participant and shall not be assignable or transferable and no Selected Participant shall in any way sell, transfer, charge, mortgage, encumber or create any interest in favour of any other person over or in relation to any

APPENDIX

THE SUMMARY OF THE RULES OF THE 2025 SHARE AWARD SCHEME

unvested Awarded Interests referable to him pursuant to such Award or enter or purport to enter into any agreement to do so, unless and until such Awarded Interests are actually vested and transferred to the Selected Participant.

15. CANCELLATION OF AWARDED SHARES

The Board may at its sole and absolute discretion cancel any Award that has not vested or lapsed in certain circumstances, such as:

(i) where it is necessary to comply with the laws in the jurisdictions in which the Eligible Participants and the Company are subject to, or in order to comply with the requirements of any securities exchange;

(ii) upon occurrence of any events triggering the clawback mechanism (and whether an event is to be regarded as triggering the clawback mechanism is subject to the sole determination of the Board) in relation to a Selected Participant, the Board will claw back such number of Awarded Shares granted (to the extent not already vested). The Board may (but is not obliged to) by notice in writing inform the relevant Selected Participant in respect of the cancellation. The Awarded Shares that are clawed back shall be regarded as cancelled and the Awarded Shares so cancelled shall be regarded as utilised for the purpose of calculating the Scheme Mandate Limit; and

(iii) any Awarded Shares granted but not vested may be cancelled if the Selected Participant so agrees.

No options or awards may be granted to an Eligible Participant in place of his cancelled Awards unless there are available Scheme Mandate Limit and Service Provider Sublimit (if applicable) from time to time. In addition, the Awards cancelled will be regarded as utilised in calculating the Scheme Mandate Limit and the Service Provider Sublimit.

16. ALTERATION OF THE RULES OF THE 2025 SHARE AWARD SCHEME

The 2025 Share Award Scheme may be amended in any respect by a resolution of the Board provided that, (i) unless with the prior written consent of the 2025 Trustee, any such amendment or modification shall not impose any additional or more onerous duties, responsibilities or liabilities on the 2025 Trustee; and (ii) any alteration to the terms and conditions of the 2025 Share Award Scheme that are of a material nature or any alteration to the authority of the Board to alter the terms of the 2025 Share Award Scheme or any alteration to the specific terms of the 2025 Share Award Scheme which relate to the matters set forth in Rule 17.03 of the Listing Rules to the advantage of Selected Participant or proposed Selected Participant must be approved by the Shareholders in general meeting (with the Selected Participant or proposed Selected Participant and their associates abstaining from voting). The Board's determination as to whether any proposed alteration to the terms and conditions of the 2025 Share Award Scheme is material shall be conclusive.

Any change to the terms of Awards granted to a Selected Participant must be approved by the Board, the remuneration committee of the Company, the independent non-executive Directors of the Company and/or the Shareholders (as the case may be) if the initial grant of

APP-12 -

APPENDIX

THE SUMMARY OF THE RULES OF THE 2025 SHARE AWARD SCHEME

such Awards under this Scheme was approved by the Board, the remuneration committee of the Company, the independent non-executive Directors of the Company and/or the Shareholders (as the case may be) except where the alterations take effect automatically under the existing terms of the 2025 Share Award Scheme.

The provisions in this Scheme may be amended by the Board to reflect any amendments to the Listing Rules made by the Stock Exchange after the Adoption Date to comply with the relevant provisions of the Listing Rules which the 2025 Share Award Scheme has been drafted to reflect the position as at the Adoption Date.

Written notice of all details relating to change in the terms of the 2025 Share Award Scheme during the lifetime of the 2025 Share Award Scheme shall be given to all Selected Participants and the 2025 Trustee immediately upon the changes take effect.

17. CLAWBACK MECHANISM

In any of the following circumstances, the Board may, at its sole and absolute discretion, require the Selected Participant to return the gains from the vested Awarded Interests:

(a) when the Selected Participant is an Eligible Participant and has committed any act of fraud or dishonesty or serious misconduct in connection with his employment or engagement by any member of the Group;

(b) when the Selected Participant is an Eligible Participant and has engaged in any act or omission to perform any of his duties that has had or will have a material adverse effect on the reputation or interests of any member of the Group; or

(c) when the Selected Participant has engaged in any act that has had or will have a material adverse effect on the reputation or interests of any member of the Group within the period of two (2) years after the Selected Participant ceases to be an Eligible Participant.

APP-13 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

OSL

OSL Group Limited

OSL集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 863)

NOTICE OF EXTRAORDINARY GENERAL MEETING

Unless otherwise specified, terms defined in this notice shall have the same meanings in the circular of the Company dated 14 April 2025 (the “Circular”). Details regarding the resolutions in this notice are set out in the Circular.

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of OSL Group Limited (the “Company”) will 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., or at any adjournment thereof, for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolutions:

ORDINARY RESOLUTIONS

“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

EGM-1 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

(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."

"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) 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."
"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."
"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."

By Order of the Board

OSL Group Limited

Cui Song

Executive Director and Chief Executive Officer

Hong Kong, 14 April 2025

NOTICE OF EXTRAORDINARY GENERAL MEETING

Registered office:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands

Principal Place of Business in Hong Kong:
39/F, Lee Garden One,
33 Hysan Avenue,
Causeway Bay,
Hong Kong

Notes:

Any member of the Company entitled to attend and vote at the EGM is entitled to appoint one or (in respect of a member who is the holder of two or more shares) more proxies to attend and vote in his stead. A proxy need not be a member of the Company.
A proxy form of the EGM is enclosed. If the appointer is a corporation, the proxy form must be made under its seal or under the hand of an officer or attorney duly authorised on its behalf.
Where there are joint registered holders of any shares, any one of such persons may vote at the EGM (or any adjournment thereof), either personally or by proxy, in respect of such Share as if he were solely entitled thereto; but if more than one of such joint holders by present at the EGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
In order to be valid, the proxy form, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company's branch 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 EGM or any adjournment thereof. Delivery of an instrument appointing a proxy shall not preclude a shareholder from subsequently attending and voting in person at the EGM and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
For the purpose of ascertaining shareholders' entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Friday, 2 May 2025 to Thursday, 8 May 2025, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the EGM, Shareholders must lodge all transfer documents accompanied by the relevant share certificates for Registration 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 later than 4:30 p.m. on Wednesday, 30 April 2025.
All voting by the members at the EGM (or at any adjournment) shall be conducted by way of poll.
If tropical cyclone warning signal no. 8 or above, "extreme conditions" caused by super typhoons or a black rainstorm warning is in effect at any time after 7:00 a.m. on Thursday, 8 May 2025, the EGM will be adjourned and further announcement for details of alternative meeting arrangements will be made. The EGM will be held as scheduled even when tropical cyclone warning signal no. 3 or below is hoisted, or an amber or red rainstorm warning signal is in force. You should make your own decision as to whether you would attend the EGM under bad weather conditions and if you should choose to do so, you are advised to exercise care and caution.
As at the date of this notice, the executive Directors are Mr. Cui Song, Mr. Tiu Ka Chun, Gary, Ms. Xu Kang and Mr. Yang Chao, the non-executive Director is Mr. Lee Kam Hung Lawrence and the independent non-executive Directors are Mr. Chau Shing Yim, David, Mr. Xu Biao and Mr. Yang Huan.
EGM-3 -

AI assistant

OSL Group Limited Proxy Solicitation & Information Statement 2025

49522_rns_2025-04-14_f45cb0f7-9312-46b5-9eb2-18976d7ef176.pdf

DEFINITIONS

PROPOSED ADOPTION OF THE 2025 SHARE AWARD SCHEME AND TERMINATION OF THE 2018 SHARE AWARD PLAN

Reasons for the adoption of the 2025 Share Award Scheme

(a) Scope of Eligible Participants

Conditions of the adoption of the 2025 Share Award Scheme

PROPOSED TERMINATION OF THE 2021 SHARE OPTION SCHEME

GENERAL

THE EGM AND CLOSURE OF REGISTER OF MEMBERS

RESPONSIBILITY STATEMENT

RECOMMENDATION

4. MAXIMUM NUMBER OF SHARES

Scheme Mandate Limit

Service Provider Sublimit

Refreshment of the Scheme Mandate Limit and the Service Provider Sublimit

5. MAXIMUM ENTITLEMENT OF EACH ELIGIBLE PARTICIPANT OF THE COMPANY

6. AWARD OF AWARDED SHARES

7. DEALING RESTRICTIONS

8. VESTING OF AWARDED SHARES

9. LAPSE OF AWARDS

10. PERFORMANCE TARGETS

11. VOTING AND DIVIDEND RIGHTS

12. DURATION AND TERMINATION OF THE 2025 SHARE AWARD SCHEME

13. ADJUSTMENTS AND EFFECT OF ALTERATION OF CAPITAL STRUCTURE

14. TRANSFERABILITY

15. CANCELLATION OF AWARDED SHARES

16. ALTERATION OF THE RULES OF THE 2025 SHARE AWARD SCHEME

17. CLAWBACK MECHANISM

AI assistant

OSL Group Limited — Proxy Solicitation & Information Statement 2025

49522_rns_2025-04-14_f45cb0f7-9312-46b5-9eb2-18976d7ef176.pdf

DEFINITIONS

PROPOSED ADOPTION OF THE 2025 SHARE AWARD SCHEME AND TERMINATION OF THE 2018 SHARE AWARD PLAN

Reasons for the adoption of the 2025 Share Award Scheme

(a) Scope of Eligible Participants

Conditions of the adoption of the 2025 Share Award Scheme

PROPOSED TERMINATION OF THE 2021 SHARE OPTION SCHEME

GENERAL

THE EGM AND CLOSURE OF REGISTER OF MEMBERS

RESPONSIBILITY STATEMENT

RECOMMENDATION

4. MAXIMUM NUMBER OF SHARES

Scheme Mandate Limit

Service Provider Sublimit

Refreshment of the Scheme Mandate Limit and the Service Provider Sublimit

5. MAXIMUM ENTITLEMENT OF EACH ELIGIBLE PARTICIPANT OF THE COMPANY

6. AWARD OF AWARDED SHARES

7. DEALING RESTRICTIONS

8. VESTING OF AWARDED SHARES

9. LAPSE OF AWARDS

10. PERFORMANCE TARGETS

11. VOTING AND DIVIDEND RIGHTS

12. DURATION AND TERMINATION OF THE 2025 SHARE AWARD SCHEME

13. ADJUSTMENTS AND EFFECT OF ALTERATION OF CAPITAL STRUCTURE

14. TRANSFERABILITY

15. CANCELLATION OF AWARDED SHARES

16. ALTERATION OF THE RULES OF THE 2025 SHARE AWARD SCHEME

17. CLAWBACK MECHANISM

More from OSL Group Limited

OSL Group Limited Proxy Solicitation & Information Statement 2025