AV Concept Holdings Limited — Proxy Solicitation & Information Statement 2010

Oct 26, 2010

(Incorporated in Bermuda with limited liability)

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(Stock Code: 00330)

FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING TO BE HELD ON WEDNESDAY, 24 NOVEMBER 2010 (AND AT ANY ADJOURNMENT THEREOF)

I/We (Note 1)

of (Note 2)

being the registered holder(s) of (Note 3)

shares

of HK$0.10 each in the share capital of Esprit Holdings Limited (the “Company”), hereby appoint THE CHAIRMAN OF THE MEETING (the “Chairman”) or (Note 4)

of

as my/our proxy to attend and vote for me/us on my/our behalf in the manner indicated below, at the Annual General Meeting (the “Meeting”), and at any adjournment thereof, of the Company to be held at Victoria & Chater Room, 2/F, Mandarin Oriental Hong Kong, 5 Connaught Road, Central, Hong Kong on Wednesday, 24 November 2010 at 3:30 pm for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice (the “Notice”) convening the Meeting.

				Resolutions		For (Note 5)	For (Note 5)	Against (Note 5)	Against (Note 5)
	1.	To receive and consider the audited consolidated financial statements and the
		Reports of the Directors and Auditors of the Group for the year ended 30 June
		2010.
	2.	To approve a final dividend of 0.67 Hong Kong dollar per share for the year ended
		30 June 2010.
	3.	(i) To re-elect Mr Paul Cheng Ming Fun as Director.
		(ii) To re-elect Mr Alexander Reid Hamilton as Director.
		(iii) To re-elect Mr Raymond Or Ching Fai as			Director.
		(vi) To authorize	the Board	to fix the Directors’ fees.
	4.	To re-appoint Messrs. PricewaterhouseCoopers as Auditors and authorise the
		Directors to fix their remuneration.
	5.	To grant a general mandate to the Directors to purchase shares not exceeding 10
		per cent. of the issued share capital of the Company as at the date of passing of
		the resolution.
	6.	Subject to restriction on discount at 10 per cent. or more and restriction on
		refreshment as stated in the circular to the shareholders of the Company dated 26
		October 2010, to grant a general mandate to the Directors to issue, allot and deal
		with additional shares not exceeding 5 per cent. of the issued share capital of the
		Company as at the date of passing of the resolution.

Dated this day of 2010 Shareholder’s Signature (Notes 6 and 7)

Notes:

1. Full name(s) to be inserted in BLOCK CAPITALS .

2. Full address(es) to be inserted in BLOCK CAPITALS.

3. 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 in the Company registered in your name(s).

4. If any proxy other than the Chairman is preferred, strike out “THE CHAIRMAN OF THE MEETING OR” and insert the name and address of the proxy desired in the space provided. A member entitled to attend and vote at the Meeting may appoint one or more proxies to attend and vote on his/her behalf provided that if more than one proxy is so appointed, the appointment shall specify the number of shares in respect of which each such proxy is so appointed. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS PROXY.

5. IMPORTANT:ANY RESOLUTION,IF YOUPUTWISHA “ � TO” INVOTETHEFORBOXANYMARKEDRESOLUTION,“AGAINST”.PUT Failure A “ � ” to IN complete THE BOX any MARKED or all boxes “FOR”. will entitle IF YOU your WISH proxy TO to VOTE cast your AGAINST votes or abstain at his/her discretion. Your proxy will also be entitled to vote or abstain at his/her discretion on any resolution properly put to the Meeting other than those referred to in the Notice.

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 executed under its common seal or under the hand of an officer or attorney duly authorised.

7. In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members in respect of the joint holding. In the case of joint holdings, any one shareholder may sign this form of proxy.

8. To be valid, this form of proxy together with the power of attorney (if any) 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 Secretaries Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting.

9. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

10. Completion and delivery of this form of proxy will not preclude you from attending and voting at the Meeting if you so wish.

11. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.