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Vobile Group Limited Proxy Solicitation & Information Statement 2025

May 28, 2025

50879_rns_2025-05-28_16629d91-4967-4424-a472-d5b1f2020185.pdf

Proxy Solicitation & Information Statement

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Vobile

Vobile Group Limited

阜博集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3738)

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, 27 June 2025

I/We (Note 2)
of
being the registered holder(s) of shares in the issued share capital of Vobile Group Limited (the “Company”) hereby appoint the Chairman of the meeting (Note 3) or
of
as my/our proxy to attend, act and vote for me/us and on my/our behalf as directed below and, if no such indication is given, as my/our proxy thinks fit at the annual general meeting (the “AGM”) of the Company for the year 2025 to be held at Rooms 1101–02, 11/F, Euro Trade Centre, 13–14 Connaught Road Central, Central, Hong Kong on Friday, 27 June 2025 at 9:00 a.m. (and at any adjournment thereof).

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

ORDINARY RESOLUTIONS FOR AGAINST
1. To receive the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the “Directors”) and the independent auditors for the year ended 31 December 2024.
2(a). To re-elect Mr. WONG Wai Kwan as an executive Director.
2(b). To re-elect Mr. TANG Yi Hoi Hermes as a non-executive Director.
2(c). To re-elect Ms. CHAN, Laverna Jun Lin as a non-executive Director.
3. To authorise the board of Directors (the “Board”) to fix the Directors’ remuneration.
4. To re-appoint Ernst & Young as auditors of the Company and to authorise the Board to fix their remuneration.
5. To give a general mandate to the Directors to repurchase shares of the Company (the “Shares”) not exceeding 10% of the total number of issued Shares (excluding treasury shares) as at the date of passing of this resolution.
6. To give a general mandate to the Directors to allot, issue and deal with unissued Shares not exceeding 20% of the total number of issued Shares (excluding treasury shares) as at the date of passing of this resolution.
7. To extend the general mandate granted to the Directors to allot, issue and deal with additional Shares by the aggregate number of the Shares repurchased by the Company.

The proposed resolutions set out in this proxy form are by way of summary only. For the full text of the proposed resolutions, please refer to the notice of AGM of the Company. Unless otherwise defined, capitalised terms used in this form of proxy shall have the same meanings as defined in the notice of AGM.

Date: __ 2025
Signature(s) (Note 5): __

Notes:

  1. Please insert the number of Shares 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 registered in your name(s). If more than one proxy is appointed, the number of Shares in respect of which each such proxy so appointed must be specified.
  2. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
  3. If any proxy other than the Chairman of the meeting is preferred, please strike out the words “the Chairman of the meeting” and insert the name and address of the proxy desired in the space provided. Any shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint another person as his proxy to attend and vote instead of him. A shareholder who is the holder of two or more Shares may appoint more than one proxy to represent him and vote on his behalf at the AGM. A proxy need not be a shareholder of the Company. Every shareholder present in person or by proxy shall be entitled to one vote for each Share held by him.
  4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE PUT A TICK (“✓”) IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE PUT A TICK (“✓”) THE BOX MARKED “AGAINST”. If no direction is given, your proxy will vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the AGM other than those referred to in the notice convening the AGM.
  5. This form of proxy must be signed by you or your attorney duly authorised in writing. In case of a corporation, the same must be either under its common seal or under the hand of an officer or attorney so authorised. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
  6. In case of joint holders, the vote of the one joint holder 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, whether personally or by proxy.
  7. In order to be valid, this 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, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding the AGM (i.e. 9:00 a.m. (Hong Kong time) on Wednesday, 25 June 2025) or any adjournment thereof.
  8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM if you so wish and in such event, this form of proxy shall be deemed to be revoked.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the AGM (the “Purposes”). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us 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. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company/Tricor Investor Services Limited at the above address.