Goldpac Group Limited — Proxy Solicitation & Information Statement 2016

Feb 4, 2016

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Goldpac Group Limited 金邦達寶嘉控股有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 3315)

Number of shares to which this form of proxy relates [(Note][1)]

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FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING TO BE HELD ON THURSDAY, 25 FEBRUARY 2016

I/We [(Note2)] of

being the registered holder(s) of shares in the issued share capital of Goldpac Group Limited (the “ Company ”) hereby appoint the Chairman of the extraordinary general meeting of the Company (the “ EGM ”) [(Note][3)] or of

as my/our proxy to attend, act and vote for me/us and on my/our behalf at the EGM to be held at Room 2211, 22nd Floor, ACE Tower, Windsor House, 311 Gloucester Road, Causeway Bay, Hong Kong on Thursday, 25 February 2016 at 10:00 a.m. (and at any adjournment thereof to vote for me/us and in my/our name(s) in respect of the following resolutions as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit).

Please tick (“✔”) the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll [(Note][4)] .

			ORDINARY RESOLUTIONS		For		Against
	1.	(a)	To approve the Mutual Supply Agreement (as defined in the circular
			of the Company dated 5 February 2016) (a copy of which is produced
			to the EGM) and the transactions contemplated thereunder.
		(b)	To authorise any one director of the Company to execute for and on
			behalf of the Company the Mutual Supply Agreement and to do all
			such acts incidental thereto.
		(c)	To approve the annual caps for the three years ending 31 December
			2018 for the supply of Gemalto IC Chips (as defined	in the circular of
			the Company dated 5 February 2016) from Gemalto (as defined in the
			circular of the Company dated 5 February 2016)	to the Goldpac
			Entities (as defined in the circular of the Company dated 5 February
			2016) as contemplated under the Mutual SupplyAgreement.

Date this day of 2016 Signature(s) [(Note][5)]

Notes:

1. Please insert the number of shares to which this form of proxy relates in the box provided. 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). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified.

2. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The names of all joint registered holders should be stated.

3. If any proxy other than the Chairman of the meeting is preferred, please strike out the words ‘‘the Chairman of the extraordinary general meeting of the Company’’ and insert the name and address of the proxy desired in the space provided. Any shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint more than one proxy to attend and on a poll, vote instead of him. A proxy need not be a shareholder of the Company. 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 RESOLUTION, PLEASE TICK (“ ✔ ”) THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (“ ✔ ”) THE BOX MARKED “AGAINST”. If no direction is given, your proxy will vote or abstain at his discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the EGM other than those referred to in the Notice convening the EGM.

5. This form of proxy must be signed by you or your attorney duly authorized in writing. In case of a corporation, the same must be executed either under its common seal or under the hand of an officer or attorney so authorized. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

6. In case of joint registered holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint registered holder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company.

7. In order to be valid, this completed form of proxy together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at the Company’s share registrar, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof.

8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the EGM in person if you so wish, in which case this form of proxy shall be deemed to be revoked.

9. The description of the resolutions is by way of summary only. The full text appears in the notice of the EGM.