Roma (meta) Group Limited — AGM Information 2021

Aug 24, 2021

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ROMA GROUP LIMITED 羅馬集團有限公司 [*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8072)

PROXY FORM

Form of proxy form for use by shareholders at the annual general meeting to be held at 22/F., China Overseas Building, 139 Hennessy Road, Wanchai, Hong Kong at 11:00 a.m. on Monday, 27 September 2021 (or any adjournment thereof).

I/We[note][1]

of

being the registered holder(s) of[note][2]

ordinary shares of HK$0.01 each (‘‘Shares’’) in the share capital of ROMA GROUP LIMITED (‘‘Company’’), HEREBY APPOINT the chairman of the annual general meeting of the Company (‘‘Meeting’’), or

of

to act as my/our proxy[note][3] to attend for me/us and on my/our behalf at the Meeting (or at its adjournment) to be held at 22/F, China Overseas Building, 139 Hennessy Road, Wanchai, Hong Kong on Monday, 27 September 2021 at 11:00 a.m. and at any adjournment thereof and to vote on my/our behalf as directed below. Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll.

	ORDINARY RESOLUTIONSFOR note 4	AGAINST note 4
1.	To consider and adopt the audited consolidated financial statements of the Company and its subsidiaries
	and the reports of the directors (‘‘Directors’’) and the independent auditor (‘‘Independent Auditor’’) of
	the Company for the year ended 31 March 2021
2.	(a)To re-elect Mr. Yue Kwai Wa Ken as an executive Director
	(b)To re-elect Ms. Li Tak Yin as an independent non-executive Director
	(c)To authorise the board of Directors (‘‘Board’’) to fix the remuneration of the Directors for the
	year ending 31 March 2022
3.	To re-appoint Grant Thornton Hong Kong Limited as the Independent Auditor for the year ending 31
	March 2022 and to authorise the Board to fix its remuneration
4.	To grant a general and an unconditional mandate to the Directors to allot, issue or otherwise deal with
	Company’s Shares (‘‘Shares’’) not exceeding 20% of the number of issued Shares as at the date of the
	passing of the relevant resolution
5.	To grant a general and an unconditional mandate to the Directors to repurchase the Shares not exceeding
	10% of the number of issued Shares as at the date of the passing of the relevant resolution
6.	Conditional upon resolutions no.4 and 5 being passed, to add the number of the shares repurchased by
	the Company to the general mandate granted to the Directors under resolution no. 4
7.	To approve the adoption of the new share option scheme of the Company
*	For the full text of the proposed resolutions, please refer to the notice as contained in the Company’s circular dated 25 August, 2021.
Dated	thisday of2021.Shareholder’s signature	note

notes 5 – 11

Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS. The names of all joint holders should be stated.

2. Please insert the number of Shares registered in your name(s) to which the proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the Shares registered in your name(s).

3. ofA proxythe annualneed generalnot be ameetingmemberofof thethe CompanyCompany ((‘‘‘‘MeetingMembers’’),’’).orIf’’ youand wishinserttotheappointnamesomeand addressperson otherof thethanpersonthe appointedchairman ofin thetheMeetingspace provided.as your proxy,A Memberpleaseentitleddelete totheattendwordsand‘‘thevotechairmanat the Meeting is entitled to appoint in written form one or, if he is the holder of two or more Shares, more proxies to attend and vote instead of him.

4. ‘‘IfAgainstyou wish’’. Ifto thevoteformfor anyreturnedof theisresolutionsduly signedsetbutoutwithoutabove,specificplease tickdirection(‘‘P’’on) theanyboxesof themarkedproposed‘‘Forresolutions,’’. If you wishthe proxyto votewillagainstvote anyor abstainof the resolutions,at his/her discretionplease tickin respect(‘‘P’’) oftheallboxesresolutions;marked or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his/her discretion.

5. In the case of joint holders of Shares, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

6. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

7. underIn orderthetohandbe valid,of antheofficerformorofattorneyproxy mustdulybeauthorised,in writingandundermustthebehanddepositedof the appointorwith the Hongor of Konghis/herbranchattorneysharedulyregistrarauthorisedand intransferwriting,officeor ifofthetheappointorCompanyis(a‘‘Branchcorporation,Registrareither’’under), Boardroomseal, or Share Registrars (HK) Limited at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) not less than 48 hours before the time fixed for holding of the Meeting (i.e. by 11:00 a.m. on Saturday, 25 September 2021) or any adjournment thereof.

8. For the purpose of determining Members who are qualified for attending the Meeting, the register of Members will be closed from Tuesday, 21 September 2021 to Monday, 27 September 2021 (both days inclusive), during which period no transfer of the Shares will be effected. In order to qualify for attending the Meeting, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Branch Registrar at the above address by no later than 4:30 p.m. on Monday, 20 September 2021.

9. Completion and delivery of the form of proxy should not preclude a Member from attending and voting in person at the Meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

10. Any alteration made to this form of proxy should be initialled by the person who signs the form. 11. All times and dates specified herein refer to Hong Kong local times and dates.

PERSONAL INFORMATION COLLECTION STATEMENT

• (i) ‘‘Personal Data’’ in this statement has the same meaning as ‘‘personal data’’ in the Personal Data (Privacy) Ordinance, Chapter 486 of the laws of Hong Kong (‘‘PDPO’’).

• (ii) Your supply of Personal Data to the Company is on a voluntary basis. If you fail to provide sufficient information, the Company may not be able to process your appointment of proxy and instructions.

• (iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, the share registrar and transfer office, and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for verification and record purposes.

• (iv) YouData haveshouldtheberightin writingto requestandaccesssent tototheand/orPrivacycorrectionComplianceof yourOfficerPersonalof theDataCompanyin accordance’s HongwithKongthebranchprovisionsshareofregistrarthe PDPO.and transferAny suchoffice,requestTricorfor accessInvestorto and/orServicescorrectionLimited byof yourpost. Personal * For identification purpose only