ZACD Group Ltd. — Proxy Solicitation & Information Statement 2026

May 29, 2026

ZACD

ZACD GROUP LTD.

杰地集團有限公司*

(a company incorporated in the Republic of Singapore with limited liability)

(Stock Code: 8313)

PROXY FORM FOR THE ANNUAL GENERAL MEETING

TO BE HELD ON WEDNESDAY, 24 JUNE 2026

(OR ANY ADJOURNMENT THEREOF)

I/We (Name) _________ (note a)

of (Address) _________ (note a)

being the registered holder(s) of _________ (note b) ordinary shares in the capital of

ZACD GROUP LTD. (the "Company"), hereby appoint the Chairman of the meeting (note c) to act as my/our proxy at the Annual General Meeting of the Company (the "AGM") to be held by way of electronic means (via ZOOM MEETING ONLY to be hosted at 300 Beach Road, #34-05 The Concourse, Singapore 199555) at 4:00 p.m. on Wednesday, 24 June 2026 and at any adjournment thereof and to vote on my/our behalf as directed below, and if no such indication is given, as my/our proxy thinks fit.

NO.	ORDINARY RESOLUTIONS	FOR (note d)	AGAINST (note d)
1.	To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors of the Company (the “Directors”) and the independent auditor of the Company for the financial year ended 31 December 2025.
2.	To re-elect Mr. Phua Cher Chew (Pan Ziqiu) as an executive Director of the Company.
3.	To re-elect Mr. Ma Yue Leong, Benjamin as an independent non-executive Director of the Company.
4.	To re-elect Mr. Eugene Lim Chin Hon as an independent non-executive Director of the Company.
5.	To authorise the Board of Directors of the Company to fix the remuneration of the Directors of the Company.
6.	To re-appoint Ernst & Young LLP as the Independent Auditor of the Company and to authorise the Board to fix their remuneration.
7.	To grant an unconditional general mandate to the Directors to allot, issue and otherwise to deal with additional shares of the Company not exceeding 20% of the total number of shares in issue of the Company as at the date of passing this resolution.
8.	To grant an unconditional general mandate to the Directors to repurchase the Company's own shares up to a maximum number equivalent to 10% of the total number of shares in issue of the Company as at the date of passing this resolution.
9.	To extend the general mandate granted under resolution no. 7 by adding thereto the shares repurchased pursuant to the general mandate granted by resolution no. 8.
	SPECIAL RESOLUTION	FOR (note d)	AGAINST (note d)
10.	To approve the Proposed Amendments and to adopt the Constitution of the Company.

Dated this __ day of __ 2026

Signature _________

(note e, f, g and h)

IMPORTANT: PLEASE READ NOTES ON THE REVERSE CAREFULLY BEFORE COMPLETING THIS PROXY FORM

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Notes:

If a member of the Company (whether individual or corporate) wishes to exercise his/her/its voting rights at the AGM, he/she/it must appoint the Chairman of the AGM as his/her/its proxy to attend, speak and vote on his/her/its behalf at the AGM. In appointing the Chairman of the AGM as proxy, a member of the Company (whether individual or corporate) must give specific instructions as to voting, or abstentions from voting, in the form of proxy, failing which the appointment will be treated as invalid.

(a) Full name(s) and address(es) are to be inserted in BLOCK CAPITALS as shown in the register of members of the Company. The names of all joint registered holders should be stated.

(b) Please insert the number of shares registered in your name(s). If no number is inserted, this proxy form will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

(c) A proxy need not be a shareholder of the Company.

(d) IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (“√”) THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (“√”) THE BOX MARKED “AGAINST”. If no direction is given, the Chairman of the AGM will vote or abstain at his discretion.

(e) In the case of a joint holding, this proxy form may be signed by any joint holder, but if more than one joint holder is present at the meeting, whether in person or by proxy, that one of the joint holder whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

(f) The proxy form must be signed by a shareholder, or his attorney duly authorised in writing, or if the shareholder is a corporation, either under its common seal or under the hand of an officer or attorney so authorised.

(g) To be valid, this proxy form together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be deposited at the offices of the Company's Hong Kong share registrar, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong or by email to 8313-corpcomm@unionregistrars.com.hk not later than forty-eight (48) hours before the time appointed for holding the AGM or at any adjournment thereof.

(h) ANY ALTERATION MADE TO THIS FORM SHOULD BE INITIALLED BY THE PERSON WHO SIGNED THE FORM.

(i) For full text of the above resolutions, please refer to the Notice of AGM dated 29 May 2026.

• for identification purposes only