ADLAI NORTYE LTD. c/o PO Box 309, Ugland House Grand Cayman, KY1-1104 Cayman Islands NOTICE OF 2025 EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS To Be Held on

c/o PO Box 309, Ugland House

Grand Cayman, KY1-1104

NOTICE OF 2025 EXTRAORDINARY GENERAL MEETING

To Be Held on December 1, 2025

To the Shareholders of Adlai Nortye Ltd.:

This notice to shareholders

is furnished in connection with the solicitation of proxies by the Board of Directors (the "Board") of Adlai Nortye

Ltd. (the "Company") at the 2025 extraordinary general meeting of shareholders of the Company (the "Meeting")

and at all adjournments and postponements thereof. The Meeting will be held at on December 1, 2025, at 10 a.m., Beijing time, at Building

6, 1008 Xiangwang Street, Hangzhou City, Zhejiang Province, China , to consider and vote upon the following proposals:

THE BOARD RECOMMENDS A VOTE

"FOR" ALL OF THE PROPOSALS LISTED ABOVE.

Holders of record of the

Company's ordinary shares at the close of business on October 30, 2025 (the "Record Date") will be entitled

to notice of, and to vote at, this Meeting and any adjournment or postponement thereof. Each Class A Ordinary Share entitles the holder

thereof to one vote. Each Class B Ordinary Share entitles the holder thereof to fifteen (15) votes.

Your vote is important, regardless

of the number of shares you own. Even if you plan to attend this Meeting in person, it is strongly recommended that you complete the

enclosed proxy card before the meeting date, to ensure that your shares will be represented at this Meeting if you are unable to attend.

You are urged to review carefully

the information contained in the enclosed proxy statement prior to deciding how to vote your shares. The proxy statement and our annual

report for the year ended December 31, 2024 are available on our website at https://www.adlainortye.com and the website of the U.S.

Securities and Exchange Commission at www.sec.gov.

Notice to Shareholders

2025 EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

To Be Held on December 1, 2025

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS

Why am I receiving this proxy statement?

This proxy statement describes

the proposals on which our Board would like you, as a shareholder, to vote at the Meeting, which will take place on December 1, 2025,

at 10 a.m., Beijing time, at Building 6, 1008 Xiangwang Street, Hangzhou City, Zhejiang Province, China.

Shareholders are being asked

to consider and vote upon proposals to (a) approve the change of domicile of the Company pursuant to a transfer by way of continuation

of an exempted company out of the Cayman Islands and a domestication into Singapore as a public company limited by shares (the "Redomiciliation"),

(b) adopt, upon the Redomiciliation taking effect, the Constitution governed by the laws of Singapore, attached to this Proxy Statement

as Annex A (the "New Charter"), in place of the Company's currently effective Seventh Amended and Restated Memorandum

and Articles of Association (the "Current Charter") and which will abolish and replace the Current Charter upon the Redomiciliation;

(c) approve, upon the Redomiciliation taking effect, the change of name of the Company to Adlai Nortye Group Ltd., and the change of

address of registered office to 77 Robinson Road, #20-01, Robinson 77, Singapore 068896; and (d) Rajah & Tann Singapore LLP be instructed

to undertake all necessary steps in order to continue the legal existence of the Company in Singapore under the laws of Singapore; and

Maples Corporate Services Limited be instructed to file notice of the foregoing resolutions with the Registrar of Companies in and for

This proxy statement also

gives you information on the proposals so that you can make an informed decision. You should read it carefully. Your vote is important.

You are encouraged to submit your proxy card as soon as possible after carefully reviewing this proxy statement.

In this proxy statement,

we refer to Adlai Nortye Ltd. as the "Company", "we", "us" or "our."

Who can vote at this Meeting?

Shareholders who owned shares

of our Ordinary Shares or ADSs, each ADS representing three Class A ordinary shares, on October 30, 2025 (the "Record Date")

may attend and vote at this Meeting. All Class A Ordinary Shares shall have one vote per share. All Class B Ordinary Shares shall have

fifteen (15) votes per share.

What is the proxy card?

The card enables you to appoint

Yang Lu, the Chief Executive Officer and Chairman of the Board of Directors of the Company, as your representative at this Meeting. By

completing and returning the proxy card, you are authorizing this representative to vote your shares at this Meeting in accordance with

your instructions on the proxy card. This way, your shares will be voted whether or not you attend this Meeting. Even if you plan to

attend this Meeting, it is strongly recommended to complete and return your proxy card before this Meeting date just in case your plans

change. If a proposal comes up for vote at this Meeting that is not on the proxy card, the proxies will vote your shares, under your

proxy, according to their best judgment. Please note that holders of ADSs will receive separate voting instructions cards to instruct

the Depositary as to voting the deposited Class A ordinary shares represented by their ADSs. The Depositary will collate all votes properly

submitted by ADS holders and submit a vote on behalf of all ADS holders.

How does the Board recommend that I vote?

Our Board recommends that

shareholders vote "FOR" Proposal One and Proposal Two.

What is the difference between holding shares

as a shareholder of record and as a beneficial owner?

Certain of our shareholders

hold their shares in an account at a brokerage firm, bank or other nominee holder, rather than holding share certificates in their own

name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Shareholder of Record/Registered Shareholders

If, on the Record Date, your

shares were registered directly in your name on the register of members, you are a "shareholder of record" who may vote at

the Meeting, and we are sending these proxy materials directly to you. As the shareholder of record, you have the right to direct the

voting of your shares by returning the enclosed proxy card to us or to vote in person at the Meeting. Whether or not you plan to attend

the Meeting, please complete, date, sign and return the enclosed proxy card to ensure that your vote is counted.

If, on the Record Date, your

shares were held in an account at a brokerage firm or at a bank or other nominee holder, you are considered the beneficial owner of shares

held "in street name," and these proxy materials are being forwarded to you by your broker or nominee who is considered the

shareholder of record for purposes of voting at the Meeting. As the beneficial owner, you have the right to direct your broker on how

to vote your shares and to attend the Meeting. However, since you are not the shareholder of record, you may not vote these shares in

person at the Meeting unless you receive a valid proxy from your brokerage firm, bank or other nominee holder. To obtain a valid proxy,

you must make a special request of your brokerage firm, bank or other nominee holder. If you do not make this request, you can still

vote by using the voting instruction card enclosed with this proxy statement; however, you will not be able to vote in person at the

If you were a shareholder

of record of the Company's Ordinary Shares on the Record Date, you may vote in person at the Meeting or by submitting a proxy.

All Class A Ordinary Shares shall have one vote per share and all Class B Ordinary Shares shall have fifteen (15) votes per share, in

each case, on the applicable proposals.

your proxy by mail. You may submit your proxy by mail by completing, signing and dating your proxy card and returning it in

the enclosed, postage-paid and addressed envelope. If we receive your proxy card prior to this Meeting and if you mark your voting instructions

on the proxy card, your shares will be voted:

We encourage you to examine

your proxy card closely to make sure you are voting all of your shares in the Company.

If you return a signed card,

but do not provide voting instructions, your shares will be voted:

You may mail your proxy card

to the following address:

Building 6, 1008 Xiangwang Street,

Hangzhou City, Zhejiang Province, China

your proxy by email. You may submit your proxy by completing, signing, and dating your proxy card and returning a scanned copy of