TOM Group Limited — Proxy Solicitation & Information Statement 2026

Apr 1, 2026

tom

TOM Group Limited

TOM集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2383)

FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING

I/We (Date 1)

of (address)

being the registered holder(s) of (Date 1) _________ ordinary shares of TOM Group Limited (the "Company")

HEREBY APPOINT THE CHAIRMAN OF THE MEETING or _________ of (address)

and (email address)

or failing him/her _________ of (address)

and (email address) _________ to act as my/our proxy (Date 1) at the Annual General Meeting of the Company (the "Meeting") to be held as a hybrid meeting at Room 302, 3/F., Pico Tower, 66 Gloucester Road, Wanchai, Hong Kong (the "Principal Meeting Place") with online access through an online platform on Monday, 11 May 2026 at 2:30 p.m. (or, in the event that a tropical cyclone warning signal no. 8 or above, a black rainstorm warning signal and/or "extreme conditions" announced by the Hong Kong Government is/are in force in Hong Kong at 11:30 a.m. on that day, at the same time and place and through the same online platform on Monday, 18 May 2026) and at any adjournment or postponement thereof and to vote on my/our behalf as directed below or, if no such direction is given, as my/our proxy thinks fit.

Please insert a "✓" in the appropriate spaces below to indicate how you wish your votes to be cast on a poll.

ORDINARY RESOLUTIONS	FOR (Date 1)	AGAINST (Date 1)
1. To consider and adopt the audited Financial Statements, the Directors' Report and the Independent Auditor's Report for the year ended 31 December 2025.
2. (a) To re-elect Mr. Frank John Sixt as a Non-executive Director.
(b) To re-elect Ms. Chang Pai Vee, Debbie as a Non-executive Director.
(c) To re-elect Mr. Yeung Kwok Mung as an Executive Director.
3. To re-appoint PricewaterhouseCoopers as Independent Auditor and authorise the Directors to fix the Auditor's remuneration.
4. To grant a general mandate to the Directors to issue, allot and dispose of additional shares of the Company, not exceeding ten per cent. of the total number of shares in issue at the date of passing of this Resolution and such shares shall not be issued at a discount of more than ten per cent. to the Benchmarked Price of such shares. (Date 1)
5. To grant a general mandate to the Directors to repurchase shares of the Company not exceeding ten per cent. of the total number of shares in issue at the date of passing of this Resolution. (Date 1)

I/We hereby acknowledge and confirm as follows:

1. I/we am/are duly authorised by my/our proxy to provide his/her personal information (including the email address) above;
2. (where an email address is provided) the Company and its officers and agents are authorised to send the login details to access the online platform to my/our proxy through the email address provided above;
3. I/we have checked and ensured that all information provided in this form of proxy is accurate and complete. Neither the Company nor its officers or agents assume any responsibility or liability whatsoever in respect of the accuracy or completeness of the information provided by me/us, or in connection with the transmission of the login details or any use of the login details for attending, participating, voting or otherwise;
4. if I/we or my/our proxy cast my/our votes through the online platform, such votes are irrevocable once the voting session at the Meeting ends; and
5. if my/our proxy has not received the login details by email by 9:00 a.m. on Monday, 11 May 2026, I/we understand that I/we should reach out to the Hong Kong Share Registrar of the Company, Computershare Hong Kong Investor Services Limited, for assistance.

Date _________

Shareholder's Signature(s) (Date 1 and 2)

Notes:

1. Full name(s), address(es) and/or email address (see Note 3 below) to be inserted in BLOCK CAPITALS.
2. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).
3. If any proxy other than the Chairman of the Meeting is preferred, please insert the name and address of the proxy desired in the space provided, otherwise the proxy will be the Chairman of the Meeting. In order to allow your proxy (other than the Chairman of the Meeting) to attend the Meeting by electronic means through online access at http://meetings.computershare.com/TOMGroupAGH2026 (the "Online Platform"), please also insert his/her email address. The email address so provided will be used by the Company, its officers or agents for sending the login details for accessing the Online Platform and voting at the Meeting, so you and your proxy should ensure that the email address provided will be appropriately secure for this purpose. The proxy need not be a shareholder of the Company.
4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PUT A TICK IN THE RELEVANT BOX IN THE COLUMN MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, PUT A TICK IN THE RELEVANT BOX IN THE COLUMN MARKED "AGAINST". Failure to tick either box will entitle your proxy to cast your vote or abstain at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any other resolution properly put to the Meeting or abstain at his/her discretion.
5. The full text of Resolutions 4 and 5 is set out in the notice of the Meeting dated 2 April 2026.
6. In the case of joint holders of any share, this form of proxy must be signed by the shareholder whose name stands first in the register of members of the Company. Where there are joint holders of any share, any one of such persons may vote at the Meeting; either personally or by proxy, in respect of such share as if he/she were solely entitled to it; but if more than one of such joint holders will attend the Meeting 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 of it.
7. This form of proxy must be signed by the appointer, or his/her attorney duly authorised in writing, or if such appointer is a corporation, either under its common seal or under the hand of an officer or attorney so authorised.
8. You are requested to lodge this completed and signed form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, (i) at the Hong Kong Share Registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopowell Centre, 183 Queen's Road East, Wanchai, Hong Kong; or (ii) contact Computershare Hong Kong Investor Services Limited at +825 2862 8555 or www.computershare.com/hk/contact, in either case, as soon as possible and in any event no later than 48 hours before the time for holding the Meeting or any adjournment or postponement thereof. Completion and return of this form of proxy will not preclude you from attending and voting, physically at the Principal Meeting Place or electronically through the Online Platform, at the Meeting or at any adjournment or postponement thereof if you so wish, and, in such event, the proxy appointment shall be deemed to be revoked. If you complete, sign and deliver the form of proxy, and do not attend and vote, physically at the Principal Meeting Place or electronically through the Online Platform, at the Meeting, a vote given in accordance with the terms of an instrument of proxy or power of attorney shall be valid notwithstanding the revocation of the proxy or the power of attorney or other authority under which the proxy was executed, provided no intimation in writing of such revocation shall have been received by the Company at Rooms 1601-05, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong (marked for the attention of the Company Secretary) before the commencement of the Meeting or adjourned or postponed meeting at which the proxy is used.
9. ANY ALTERATIONS MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
10. The Notice of Annual General Meeting is set out in the Company's circular dated 2 April 2026.
11. At the Meeting or at any adjournment or postponement thereof, the Chairman of the Meeting will put each of the above resolutions to the vote by way of a poll. On a poll, every shareholder who is present in person or by proxy or (being corporation) is present by a duly authorised representative shall have one vote for every share of which the shareholder is the holder.
12. All references to time and dates in this form of proxy are to Hong Kong time and dates.

PERSONAL INFORMATION COLLECTION STATEMENT

(i) "Personal Data" in this form of proxy has the same meaning as "personal data" in the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) ("PDPO"), which includes name, address and/or email address of you and your proxy.
(ii) The supply of your Personal Data and that of your proxy to the Company is on a voluntary basis and such data will be used for processing your instructions as stated in this form of proxy.
(iii) Your Personal Data and that of your proxy may be disclosed or transferred to the Share Registrars of the Company, their respective agents or contractors, or any other third party service providers of the Company for the purpose of processing your instructions as stated in this form of proxy, or to the relevant parties when it is a requirement to do so by law, for example, in response to a court order or a law enforcement agency's request, and will be retained for such period as may be necessary for our verification and record purposes of the Company.
(iv) By providing your proxy's Personal Data in this form of proxy, you should have obtained the express consent (which has not been withdrawn in writing) from your proxy in using his/her Personal Data provided in this form of proxy and that you have informed your proxy of the purpose for and the manner in which his/her Personal Data may be used.
(v) You and your appointed proxy have the right to request access to and/or correction of the respective Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of Personal Data should be in writing (i) by mail to the Hong Kong Privacy Officer of Computershare Hong Kong Investor Services Limited at 17M Floor, Hopowell Centre, 183 Queen's Road East, Wanchai, Hong Kong; or (ii) by email to PrivacyOfficer@computershare.com.hk.