Cathay Pacific Airways Limited — Proxy Solicitation & Information Statement 2016

Apr 22, 2016

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IDT INTERNATIONAL LIMITED 萬威國際有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 167)

Form of Proxy for Annual General Meeting

I/We, [(Note][1)] of being the registered holder(s) of [(Note][2)]

ordinary shares

of HK$0.1 each in the capital of IDT International Limited (the “ Company ”), HEREBY APPOINT [(Note][3)] the Chairman of the Meeting, or failing him of

as

my/our proxy to attend, act and vote for me/us and on my/our behalf at the Annual General Meeting (the “ Meeting ”) (or any adjournment thereof) of the Company to be held at Orchid Room, 4/F., Macro Polo Hongkong Hotel, Harbour City, Kowloon, Hong Kong on May 25, 2016 (Wednesday) at 12:00 noon in respect of the resolutions set out in the notice of the Meeting as indicated below, and if no such indication is given, as my/our proxy thinks fit.

		ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR (Note 4)
	1.	To receive and adopt the audited financial statements and the reports of the Directors and the independent auditor for the nine months ended December 31, 2015.
	2	(a) To re-elect Mr. Xin Kexia as a non-executive director of the Company.
		(b) To re-elect Mr. Song Rongrong as a non-executive director of the Company.
		(c) To re-elect Ms. Wang Yang as a non-executive director of the Company.
		(d) To re-elect Mr. Shi Changyun as a non-executive director of the Company.
		(e) To re-elect Mr. Qi Miao as a non-executive director of the Company.
		(f) To authorise the board of Directors to fix the remuneration of the directors.
	3.	To re-appoint DELOITTE TOUCHE TOHMATSU as auditors of the Company and to authorise the board of Directors to fix their remuneration.
	4.	To consider and approve the general unconditional mandate to the Board of Directors for the issue of additional new shares up to 20% of the issued share capital of the Company as at the date of this resolution.
	5.	To consider and approve the general unconditional mandate to the Board of the Directors for the repurchase of shares up to 10% of the issued share capital of the Company as at the date of this resolution.
	6.	To authorise the Board of Directors to allot, issue or otherwise deal with additional shares equal to the number of shares repurchased.
	Signature (Note 5):		Dated this	day of

Notes:

1. Full name(s) and address(es) (as shown in the Register of Members) to be inserted in BLOCK CAPITALS .

2. Please insert the number of ordinary shares of the Company 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 capital of the Company registered in your name(s).

3. If any proxy other than the Chairman of the Meeting is preferred, please delete the words “ the Chairman of the Meeting, or ” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGNS IT .

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE ABOVE RESOLUTIONS, TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE ABOVE RESOLUTIONS, TICK IN THE BOX MARKED “AGAINST” . Failure to complete the box will entitle your proxy to vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

5. 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 under its common seal or under the hand of any officer or attorney or other person duly authorised.

6. 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). For this purpose seniority will be determined by the order in which the names stand in the Register of Members of the Company in respect of the joint holding.

7. 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 lodged with the Company’s branch share registrar, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong not less than 48 hours before the time fixed for holding the Meeting (or any adjournment thereof).

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

9. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Meeting or any adjournment thereof if you so wish.

* For identification purpose only