Tomson Group Limited — Proxy Solicitation & Information Statement 2026

Apr 29, 2026

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

TOMSON GROUP LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 258)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of Tomson Group Limited (the "Company") will be held as a physical meeting only at Monaco Room, Basement 1, Regal Hongkong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong on Thursday, 4th June, 2026 at 11:00 a.m. for the following purposes:

(1) To receive and consider the audited consolidated financial statements of the Company and its subsidiaries for the year ended 31st December, 2025 together with the reports of the Directors and independent Auditor thereon;

(2) To re-elect retiring Directors of the Company and to fix the Directors' fees;

(3) To re-appoint Auditor of the Company and to fix the Auditor's remuneration;

(4) As special business, to consider and, if thought fit, pass (with or without modification) the following resolution as an ordinary resolution:

"THAT:

(a) the exercise by the Board of Directors of the Company during the Relevant Period of all the powers of the Company to buy back its own shares of HK$0.50 each on The Stock Exchange of Hong Kong Limited, subject to paragraph (b) of this Resolution and in accordance with all applicable laws and regulations (including the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules")), be and is hereby generally and unconditionally approved;

(b) the aggregate number of shares of the Company to be bought back by the Company pursuant to the approval in paragraph (a) of this Resolution during the Relevant Period shall not exceed 10 per cent of the aggregate number of issued shares (excluding the treasury shares which shall have the meaning ascribed to it under the Listing Rules) of the Company as at the date of passing this Resolution, and the said approval shall be limited accordingly; and

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(c) for the purpose of this Resolution, “Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable law to be held; and

(iii) the revocation or variation of the approval granted under this Resolution by an ordinary resolution of the members of the Company in general meeting.”;

(5) As special business, to consider and, if thought fit, pass (with or without modification) the following resolution as an ordinary resolution:

“THAT:

(a) subject to paragraph (c) of this Resolution and in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”), the exercise by the Board of Directors of the Company (the “Board”) during the Relevant Period of all the powers of the Company to allot, issue and otherwise deal with additional shares of HK$0.50 each in the capital of the Company (the “Shares”) and/or to sell or transfer any Shares held by the Company as treasury shares (which shall have the meaning ascribed to it under the Listing Rules, the “Treasury Shares”), to make or grant offers, agreements or options which would or might require the exercise of such powers and to grant rights to subscribe for, or to convert any securities into, the Shares be and is hereby generally and unconditionally approved;

(b) the approval in paragraph (a) of this Resolution shall authorize the Board during the Relevant Period to make or grant offers, agreements or options which would or might require the exercise of such powers after the end of the Relevant Period;

(c) the aggregate number of the Shares to be allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Board and the Treasury Shares to be sold or transferred pursuant to the approval in paragraph (a) of this Resolution, otherwise than pursuant to (i) a Rights Issue; or (ii) an exercise of rights of subscription or conversion under the terms of any option, warrant or other securities issued by the Company carrying such right; or (iii) an exercise of subscription rights under any share option schemes that may be adopted by the Company; or (iv) any scrip dividend or similar arrangements providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Articles of Association of the Company, shall not exceed 20 per cent of the aggregate number of issued Shares (excluding the Treasury Shares) as at the date of passing this Resolution, and the said approval shall be limited accordingly; and

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(d) for the purpose of this Resolution:

“Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable law to be held; and

(iii) the revocation or variation of the approval granted under this Resolution by an ordinary resolution of the members of the Company in general meeting; and

“Rights Issue” means an offer of Shares or an offer or issue of options, warrants or other securities giving rights to subscribe for Shares (open for a period fixed by the Board) made to the holders of Shares or any class thereof on the Register of Members of the Company on a fixed record date pro rata to their then holdings of such Shares or class thereof (subject to such exclusions or other arrangements as the Board may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory outside Hong Kong).”; and

(6) As special business, to consider and, if thought fit, pass (with or without modification) the following resolution as an ordinary resolution:

“THAT conditional upon the passing of Resolutions (4) and (5) set out in the notice convening this Meeting, the number of shares representing the aggregate number of shares of the Company which may from time to time be bought back by the Company pursuant to the general mandate granted under the aforesaid Resolution (4) shall be added to the total number of shares of the Company that may be allotted, issued and otherwise dealt with by the Board of Directors of the Company pursuant to the approval granted under the aforesaid Resolution (5).”

By Order of the Board of
TOMSON GROUP LIMITED
Lee Yuen Han
Company Secretary

Hong Kong, 29th April, 2026

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Notes:

1. A member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a member of the Company but must attend the Annual General Meeting in person to represent the member.

2. In order for it to be valid, the completed form of proxy, accompanied by a power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be deposited at the office of the Company in Hong Kong at Rooms 1507-12, 15th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong not later than 11:00 a.m. on Wednesday, 3rd June, 2026 (or not less than 24 hours before the time appointed for holding any adjournment thereof).

3. Subject to any special rights, privileges or restrictions as to voting for the time being attached to any class or classes of shares, at any general meeting on a poll, every member (no matter present in person or by proxy or (being a corporation) by a duly authorized representative) shall have one vote for every fully-paid share of which he is the holder.

4. In the case of joint holders of a share, any one of such persons may vote at any meeting, 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 are present at any meeting personally or by proxy, the vote of 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 will be accepted to the exclusion of the votes of the other joint holder(s).

5. An explanatory statement regarding the proposals of re-electing the retiring Directors of the Company, re-appointing the Auditor of the Company and granting the general mandates to buy back own shares and to issue new shares and/or deal with treasury shares of the Company is published on the Company's website (www.tomson.com.hk) and the HKEXnews website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) together with this notice.

6. Please pay attention to the meeting arrangements in times of bad weather stated in the circular of the Company dated 29th April, 2026.

As at the date of this announcement, the Board of Directors of the Company comprises three executive Directors, Madam Hsu Feng (Chairman and Managing Director), Mr Albert Tong (Vice-Chairman) and Mr Tong Chi Kar Charles (Vice-Chairman), and three independent non-executive Directors, Mr Cheung Siu Ping, Oscar, Mr Lee Chan Fai and Mr Ng Chi Him.