vtech

VTech Holdings Limited

(Incorporated in Bermuda with limited liability)

(Stock code: 303)

Form of Proxy

FOR THE ANNUAL GENERAL MEETING TO BE HELD ON 23 JULY 2026

I/We¹ ________ (name)
of ________ (address)
being the registered holder(s) of ² ________ shares in the share capital of VTech Holdings Limited (the “Company”) hereby appoint³ ________ (name) of _________ (address) or

failing him/her, the Chairman of the meeting as my/our proxy to attend, act and vote on my/our behalf at the 2026 AGM to be held at Jade & Lotus Rooms, 6th Floor, Marco Polo Hongkong Hotel, Harbour City, 3 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong on Thursday, 23 July 2026 at 3:30 p.m. (Hong Kong time) and at any adjournment thereof. I/We direct that my/our vote(s) be cast on the specified resolutions as indicated by a “✓” in the appropriate boxes. In absence of any indication, the proxy may vote for or against the resolution at his/her own discretion. Unless otherwise specified, capitalised terms used herein shall have the same meanings as those defined in the circular of the Company dated 22 June 2026.

Dated the ____ day of ____ 2026
Shareholder’s signature⁶: _______

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS as shown in the register of members of the Company. The names of all joint holders should be stated.
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 of the Company registered in your name(s).
3. Please insert the name and address of the proxy. If no name is inserted, the Chairman of the meeting will act as your proxy. A Shareholder may appoint one or more proxies to attend the meeting and vote for him/her. The proxy need not be a member of the Company but must attend the meeting in person to represent you. Any alteration made to this form of proxy must be initialled by the person who signs it.
4. IMPORTANT: IF YOU WISH TO VOTE FOR A PARTICULAR RESOLUTION, TICK (✓) IN THE RELEVANT BOX BELOW THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A PARTICULAR RESOLUTION, TICK (✓) IN THE RELEVANT BOX BELOW THE BOX MARKED “AGAINST”. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his/her discretion to vote or to abstain. Your proxy will also be entitled to vote at his/her discretion or to abstain on any resolution properly put to the meeting other than those referred to in the notice of the 2026 AGM.
5. The full text of Resolutions 5 and 6 are set out in the notice of the 2026 AGM.
6. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either signed under its common seal or under the hand of an officer or attorney duly authorised.
7. To be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited of 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for holding the 2026 AGM or any adjournment thereof.
8. In the case of joint holders of a share, any one of such joint holders may vote at the 2026 AGM, either personally or by proxy, in respect of such shares as if he/she were solely entitled thereto. However, if more than one of such joint holders are present at the 2026 AGM, either personally or by proxy, the joint holder whose name stands first in the register of members of the Company shall alone be entitled to vote.
9. Completion and return of the form of proxy will not preclude you from attending and voting in person at the 2026 AGM or any adjournment thereof if you so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.
10. Shareholders are strongly encouraged to exercise their rights and indicate how they would like the proxy to vote on their behalf by submitting a form of proxy to appoint the Chairman of the 2026 AGM as their proxy for voting as early as possible and in any event no later than 48 hours before the time appointed for holding the 2026 AGM or any adjournment or postponement thereof.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s name, address, and/or email address (collectively, “Personal Data”) is on a voluntary basis for the purpose of processing your instructions as stated in this Form of Proxy (“Purposes”). If you fail to provide sufficient and accurate information, we may not be able to process your instructions. We may transfer your and your proxy’s Personal Data to our share registrars, agent, contractor, or third party service providers who provide administrative services and other services to us for the Purposes, and to relevant parties who are authorised by law to request the information. Your and your proxy’s Personal Data will be retained for such period as may be necessary to fulfil the Purposes. You/your proxy has/have the right to request access to and/or correction of the relevant Personal Data in accordance with the provisions of the Personal Data (Privacy) Ordinance, and any such request should be made in writing by either of the following means:

By mail to:
Personal Data Privacy Officer
Computershare Hong Kong Investor Services Limited
17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong

By email to:
[email protected]