SJM Holdings Limited — Proxy Solicitation & Information Statement 2025

Nov 27, 2025

澳門博彩控股有限公司

SJM HOLDINGS LIMITED

incorporated in Hong Kong with limited liability Stock Code : 880

PROXY FORM FOR EXTRAORDINARY GENERAL MEETING

I/We, being the registered holder(s) of SJM Holdings Limited (the “Company”), hereby appoint the proxy (Note 2) as specified below or failing him/her, the Chairman of the Meeting to attend and vote for me/us and on my/our behalf at the Extraordinary General Meeting of the Company to be held at Artyzen Club, 401A, 4th Floor, Shun Tak Centre, 200 Connaught Road Central, Hong Kong on Monday, 15 December 2025 at 9:00 a.m. and at any adjournment thereof in respect of the resolution as indicated below, or if no such indication is given, as my/our proxy thinks fit.

Registered Holder(s) (Complete in BLOCK CAPITALS. The names of all joint holders should be stated.)
Registered Name
Registered Address
Certificate No. (Note 9)		Signature (Note 5)
Registered Holding (Note 3)
Date
Proxy (Note 2) (Complete in BLOCK CAPITALS.)
---	---	---	---
Full Name		No. of Shares (Note 4)
Full Address
ORDINARY RESOLUTION (Note 1)	FOR (Note 6)	AGAINST (Note 6)
---	---	---
(a) To approve, confirm and ratify the acquisition agreement (the “Acquisition Agreement”) dated 20 November 2025 entered into among (1) SJM – Investimentos Limitada (in Portuguese) SJM – Investment Limited (in English) as a purchaser; (2) SJM Resorts, S.A. (in Portuguese) SJM Resorts, Limited (in English) (name changed from Sociedade de Jogos de Macau, S.A. since 9 June 2021) as a purchaser; (3) Goldarch Holdings Limited as a vendor; (4) Solar King Investments Limited as a vendor; and (5) Ms. Leong On Kei as the guarantor, in relation to the acquisition of Arc of Triumph Development Company Limited together with Arc of Triumph Hotel Management Company Limited and Le Royal Arc Property Management Company Limited (the “Target Group”), and the transactions contemplated thereunder;
(b) To approve, confirm and ratify the loan agreement (the “Loan Agreement”) and an ancillary share charge deed (“Share Charge”) to be entered into between (1) SJM Resorts, S.A. (in Portuguese) SJM Resorts, Limited (in English) (name changed from Sociedade de Jogos de Macau, S.A. since 9 June 2021) as lender; and (2) Ms. Leong On Kei as borrower, in relation to the secured loan in the principal amount of HK$177,525,000, and the transactions contemplated thereunder; and
(c) To authorise any one of Ms. Ho Chiu Fung, Daisy and Mr. Shum Hong Kuen, David, director of the Company, to do all such further things and acts and execute all such further documents and take all such steps which he/she considers necessary, desirable or expedient to implement and/or give effect to any matters relating to or in connection with the Acquisition Agreement, the Loan Agreement, the Share Charge, and the transactions contemplated thereunder.

Notes:

1. The full text of the ordinary resolution is set out in the notice of the extraordinary general meeting of the Company dated 28 November 2025.
2. If any proxy other than the Chairman of the meeting is preferred, please insert the full name and address of the proxy desired in the space provided. A holder entitled to attend and vote at the above meeting of the Company is entitled to appoint one or more proxies (excluding those shareholders holding only one share) to attend and vote on his/her behalf. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT. The proxy needs not be a shareholder of the Company, but must attend the meeting (or any adjournment thereof) to represent you.
3. Please insert the number of shares registered in the name of the holder(s).
4. Please insert the number of shares for this proxy. If no number is inserted, this proxy form will be deemed to relate to all the shares registered in the name of the holder(s).
5. This proxy form must be signed and dated by the shareholder or his/her attorney duly authorised in writing. If the shareholder is a company, it should execute this proxy form under its common seal or by the signature(s) of (a) person(s) authorised to sign on its behalf. In the case of joint shareholders, any one shareholder may sign this proxy form. The vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members in respect of the joint shareholding.
6. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK (a) IN THE RELEVANT BOX BELOW THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK (a') IN THE RELEVANT BOX BELOW THE BOX MARKED “AGAINST”. Failure to tick (a') either box in respect of a resolution will entitle your proxy to cast your vote in respect of that resolution at his/her discretion or to abstain. Your proxy will also be entitled to vote at his/her discretion or to abstain on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.
7. In order to be valid, a proxy form and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney, must be deposited at registered office of the Company at 18th Floor, China Merchants Tower, Shun Tak Centre, Nos. 168 - 200 Connaught Road Central, Hong Kong or delivered by email to comsec@sjmholdings.com, not less than 48 hours before the time fixed for holding the meeting or any adjournment thereof (excluding public holiday in Hong Kong). The deadline for submission of form of proxy for the above meeting is Saturday, 13 December 2025 at 9:00 a.m..
8. Completion and delivery of this proxy form will not preclude you from attending and voting at the meeting if you so wish.
9. Please provide one certificate number, if possible, to facilitate processing.
10. For the avoidance of doubt, we do not accept any special instructions written on this proxy form.
11. Please note that the Company will NOT PROVIDE ANY GIFT OR SERVICE OF REFRESHMENT at the above meeting.