DFI Retail Group Holdings Ltd — Proxy Solicitation & Information Statement 2014

Apr 3, 2014

Dairy Farm International Holdings Limited

Form of Proxy

NOTES:

1. Please insert your full name and address in block capitals in the space provided. Only one of the joint holders should be mentioned (but see note 6 below).

Form of Proxy1.Please insert your full name and address in block capitals in the space provided.Only one of the joint holders should be mentioned (but see note 6 below).	Form of Proxy1.Please insert your full name and address in block capitals in the space provided.Only one of the joint holders should be mentioned (but see note 6 below).	Form of Proxy1.Please insert your full name and address in block capitals in the space provided.Only one of the joint holders should be mentioned (but see note 6 below).	Form of Proxy1.Please insert your full name and address in block capitals in the space provided.Only one of the joint holders should be mentioned (but see note 6 below).	Form of Proxy1.Please insert your full name and address in block capitals in the space provided.Only one of the joint holders should be mentioned (but see note 6 below).	Form of Proxy1.Please insert your full name and address in block capitals in the space provided.Only one of the joint holders should be mentioned (but see note 6 below).	Form of Proxy1.Please insert your full name and address in block capitals in the space provided.Only one of the joint holders should be mentioned (but see note 6 below).
Annual General Meeting – 7th May 2014I/We1 ......................................................................................................of ..........................................................................................................hereby appoint the Chairman of the Meeting or2,3,4,5 ................................................................................................................................................................as my/our proxy to attend and vote on my/our behalf the number of shares indicated below7 at theAnnual General Meeting of the Company to be held on 7th May 2014 and at any adjournmentthereof.I/We direct that my/our proxy vote as indicated below8:ForAgainstVoteWithheld1.To receive the Financial Statements for 2013 and to declare afinal dividend.12.To re-elect Neil Galloway as a Director.23.To re-elect Simon Keswick as a Director.34.To re-elect Dr George C.G. Koo as a Director.45.To re-elect Lord Leach of Fairford as a Director.56.To re-elect James Riley as a Director.67.To re-appoint the Auditors and to authorize the Directors to fix theirremuneration.78.To renew the general mandate to the Directors to issue new shares.89.To renew the general mandate to the Directors to purchase theCompany’s shares.92.You can appoint the Chairman of the Meeting or anyone else to be your proxy at theMeeting. The proxy need not be a shareholder of the Company but shall be a natural person.3.To appoint the Chairman of the Meeting as your sole proxy in respect of all of yourshares, do not include a name in the space provided.4.To appoint any proxy other than the Chairman of the Meeting in respect of all of your shares,cross out only the words ‘the Chairman of the Meeting’ and insert the name and address ofthe proxy desired inblock capitalsin the space provided and initial the alteration.5.All proxies may vote on a poll and all proxies, other than Directors or officers of theCompany or any of its subsidiaries, may vote on a show of hands.6.If more than one joint holder are present at the Meeting personally or by proxy, theholder present whose name stands first in the register in respect of the relevantshares will alone be entitled to vote in respect of them.7.Please insert the number of shares to which this proxy relates in the box provided. Ifa number is inserted, this form of proxy will be deemed to relate only to those shares.If no number is inserted, this form will be deemed to relate to all the shares in theCompany which are registered in your name (whether alone or jointly with others).8.Please indicate with a tick in the relevant box which way you wish your vote to be cast.The ‘Vote Withheld’ option is to enable you to abstain on any particular resolution. Sucha vote is not a vote in law and will not be counted in the votes ‘For’ and ‘Against’ aresolution. If no indication is given, the proxy will vote or abstain at his discretion.9.Corporations must execute under common seal or by an attorney or duly authorizedofficer.10. To be valid this form, together with any power of attorney under which it is signed,must be deposited at any one of the Company’s registrars/transfer agent: JardineMatheson International Services Limited, P.O. Box HM 1068, Hamilton HM EX,Bermuda; Capita Asset Services, The Registry, 34 Beckenham Road, Beckenham,Kent BR3 4TU, England; M & C Services Private Limited, 112 Robinson Road #05–01, Singapore 068902; not later than 12.15 p.m. (local time) on 5th May 2014.11. Completion and return of this form will not preclude you from attending and voting atthe Meeting should you so wish.12. Any alterations to this form should be initialed.Signed9 .................................Number of shares towhich this proxy relates7.Date..............................2014
	....................................................................................irman of the Meeting or2,3,4,5 ....................................................................................................................................... cross out only the words ‘the Chairman of the Meeting’ and insert the name and athe proxy desired inblock capitalsin the space provided and initial the alteration.5.All proxies may vote on a poll and all proxies, other than Directors or office
	nd and vote on my/our behalf the number of shares indicated below7 at theng of the Company to be held on 7th May 2014 and at any adjournmentvote as indicated below8:ForAgainstVoteWithheldStatements for 2013 and to declare a1y as a Director.2ck as a Director.3G. Koo as a Director.4f Fairford as a Director.5as a Director.6s and to authorize the Directors to fix their7Company or any of its subsidiaries, may vote on a show of hands.6.If more than one joint holder are present at the Meeting personally or by pholder present whose name stands first in the register in respect of the shares will alone be entitled to vote in respect of them.7.Please insert the number of shares to which this proxy relates in the box pra number is inserted, this form of proxy will be deemed to relate only to thoseIf no number is inserted, this form will be deemed to relate to all the sharCompany which are registered in your name (whether alone or jointly with ot8.Please indicate with a tick in the relevant box which way you wish your vote toThe ‘Vote Withheld’ option is to enable you to abstain on any particular resolutia vote is not a vote in law and will not be counted in the votes ‘For’ and ‘Aresolution. If no indication is given, the proxy will vote or abstain at his discretion9.Corporations must execute under common seal or by an attorney or duly auofficer.10. To be valid this form, together with any power of attorney under which it ismust be deposited at any one of the Company’s registrars/transfer agent:Matheson International Services Limited, P.O. Box HM 1068, Hamilton Bermuda; Capita Asset Services, The Registry, 34 Beckenham Road, BecKent BR3 4TU, England; M & C Services Private Limited, 112 Robinson Ro01, Singapore 068902; not later than 12.15 p.m. (local time) on 5th May 201411. Completion and return of this form will not preclude you from attending and the Meeting should you so wish.12. Any alterations to this form should be initialed.
	ndate to the Directors to issue new shares					Number of sha
					Signed9 .................................Date..............................2014