Top Education Group Ltd — AGM Information 2022

Oct 25, 2022

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TOP EDUCATION GROUP LTD 澳洲成峰高教集團有限公司

(Registered in New South Wales, Australia with limited liability)

(ACN 098 139 176) (Stock code: 1752)

Number of shares to which this form of proxy relates [(Note][1)]

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON FRIDAY, 25 NOVEMBER 2022

I/We [(Note2)]

of

being the

registered holder(s) of shares in the issued share capital of Top Education Group Ltd (the “Company”) hereby appoint the Chairperson of the meeting [(Note][3)] or

of

as my/our proxy to attend, act and vote for me/us and on my/our behalf at the annual general meeting (the “AGM”) of the Company for the year 2022 to be held at Level 3, Yerrabingin House, 3 Central Avenue, Eveleigh, New South Wales 2015, Sydney, Australia on Friday, 25 November 2022 at 11:00 a.m. (Hong Kong time)/2:00 p.m. (Sydney time) (and at any adjournment thereof) for the purpose of considering and, if thought fit, passing the resolutions (with or without amendments) as set out in the notice convening the AGM (“Notice”) and at such AGM (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as hereunder indicated, and if no indication is given, as my/our proxy thinks fit.

Please tick (“✓”) the appropriate boxes to indicate how you wish your vote(s) to be cast [(Note][4)] .

					ORDINARY RESOLUTIONS		FOR AGAINST	FOR AGAINST	FOR AGAINST
		1.	To consider and receive the audited consolidated financial statements and the reports of the directors and auditors
			for the year ended 30 June 2022.
		2(a).	To re-elect Mr. Yi Dai as non-executive director of the Company.
		2(b).	To re-elect Professor		Brian James Stoddart as independent non-executive director of the Company.
		2(c).	To re-elect Mr. Tianye Wang as independent non-executive director of the Company.
		2(d).	To re-elect Ms. Rongning Xu as executive director of the Company.
		2(e).	To authorize the board of directors of the Company (the “Board”) to fix the remuneration			of the directors of the
			Company (the “Directors”) for the year ending 30 June 2023.
		3.	To re-appoint Ernst & Young as auditors of the Company and to authorize the Board to fix			their remuneration for
			the year ending 30 June 2023.
		4.	To give a general mandate to the Directors to repurchase shares of the Company not exceeding 10% of the				total
			number of issued shares of the Company as at the date of passing of this resolution.
		5.	To give a general mandate to the Directors to issue, allot and deal with additional shares of the Company not
			exceeding 20% of the total number of issued shares of the Company as at the date of passing of this resolution.
		6.	To extend the general mandate granted to the Directors to issue, allot and deal with additional shares in the capital
			of the Company by the aggregate number of the shares repurchased by the Company.
	*	_The full texts of these resolutions are _			set out in the Notice.
	Date:				2022 Shareholder’s Signature(s)(Note 5)
	Notes:
	1.		Please insert the number of shares registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company
			registered in your name(s).
	2.		Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The names of all joint registered holders should be stated.
	3.		If any proxy other than the Chairperson of the meeting is preferred, strike out the words “the Chairperson of the meeting			or” herein and insert the name and address of the proxy desired in the space
			provided. A member entitled to attend and vote at the meeting will be entitled to appoint one or more proxies to attend and, on a poll, vote in his or her stead. A proxy need not be a member of the
			Company, but must attend the meeting to represent you.
	4.		IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTIONS, PLEASE TICK THE APPROPRIATE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY
			RESOLUTIONS, PLEASE TICK THE APPROPRIATE BOXES MARKED “AGAINST”. Failure to tick the boxes will entitle your proxy to				cast your votes at his/her discretion or abstain for the
			relevant resolutions. Your proxy will also be entitled to vote at his/her discretion or abstain from voting on any other resolution properly put to the meeting other than that					referred to in the Notice.
	5.		This form of proxy must be signed by you or your attorney duly authorised in writing or, in case of a corporation, must			be executed either under its common seal or		under the hand of an officer or
			attorney duly authorised.
	6.		Any shareholder entitled to attend and vote at the meeting of the Company is entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A					shareholder who is the holder of
			two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf at the meeting of the Company. A proxy need not be a shareholder of the Company.						In addition, a
			proxy or proxies representing		either an individual shareholder or a shareholder which is a corporation, shall be entitled	to exercise the same powers on behalf of the shareholder which he/she/they
			represent as such shareholder could exercise.
	7.		In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited
			at the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre,				183 Queen’s Road East, Wanchai, Hong Kong, no later
			than 48 hours before the time appointed for holding the annual general meeting (i.e. not later than 11:00 a.m. (Hong Kong time) on Wednesday, 23 November 2022) or the adjourned meeting (as the case
			may be).
	8.		Where there are joint	registered holders of any shares of the Company, any one of such persons may vote at the meeting either personally or by proxy in respect of such shares as if he/she were solely
			entitled thereto, but if	more than one of such joint registered holders be present at 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 thereof.
	9.		Completion and return of this form of proxy will not preclude you from attending the meeting and voting in person if you so wish. In the event that you attend the meeting after having lodged this form
			of proxy, it will be deemed to have been revoked.
	10.		In light of the continuing risks		posed by the COVID-19 pandemic, the Company is adopting special arrangements in respect	of the AGM (details set out in the Company’s		circular dated 26 October 2022).
			Shareholders may attend, participate and vote at the AGM physically or via electronic facilities by vising the website at https://meetings.computershare.com/M4UGJ6S, details of which are						set out in the
			Company’s circular dated 26 October 2022.
	11.		ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

PERSONAL INFORMATION COLLECTION STATEMENT

“Personal Data” in this statement has the same meaning as “personal data” defined in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“PDPO”), which include your and your proxy’s name and address. Your supply of the Personal Data is on a voluntary basis and for the purpose of processing your instructions as stated in this Proxy Form (the “Purposes”). If you fail to supply sufficient information, the Company may not be able to process your instructions. The Company may disclose or transfer the Personal Data to its subsidiaries, its Share Registrar and/or third party service provider who provides administrative, computer and other services to the Company for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. The Personal Data will be retained for such period as may be necessary to fulfil the Purposes (including for verification and record purposes). Request for access to and/or correction of the Personal Data can be made in accordance with the provisions of the PDPO and any such request should be in writing and sent to the Personal Data Privacy Officer of Computershare Hong Kong Investor Services Limited of Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.