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Hang Lung Group Limited Proxy Solicitation & Information Statement 2013

Dec 30, 2013

48869_rns_2013-12-30_8ffb7a4d-1036-4437-bcd7-f591da4cdceb.pdf

Proxy Solicitation & Information Statement

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PCCW Limited 電訊盈科有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 0008)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF THE COMPANY TO BE HELD AT 11:00 A.M. ON FRIDAY, 28 FEBRUARY 2014 (OR ANY ADJOURNMENT THEREOF)

I/We,[1]

of

being the registered holder(s) of[2]

shares of HK$0.25 each in the capital of PCCW Limited (the “ Company ”),

HEREBY APPOINT[3] the Chairman of the Extraordinary General Meeting, or[3]

of

as my/our proxy to attend and vote for me/us at the Extraordinary General Meeting to be held at 11:00 a.m. on Friday, 28 February 2014 in the Conference Room, 14th Floor, PCCW Tower, TaiKoo Place, 979 King’s Road, Quarry Bay, Hong Kong (or any adjournment thereof), for the purpose of considering and, if thought fit, passing the following resolution as set out in the notice convening the Extraordinary General Meeting and at the Extraordinary General Meeting (or any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the ordinary resolution as hereunder indicated, and if no such indication is given, as my/our proxy thinks fit:

Ordinary Resolution
For 4
Against 4
The Ordinary Resolution* set out in the Notice of the Extraordinary General Meeting, to approve the
Proposed Acquisition, the entry into of the Share Purchase Agreement by HKT Limited and the
performance of its obligations under the Share Purchase Agreement and the written approval of the
Proposed Acquisition as a major transaction for the HKT Trust and HKT Limited under the Listing
Rules by CAS Holding No. 1 Limited.
  • Please refer to the Notice of the Extraordinary General Meeting for the full text of the ordinary resolution.

Dated this day of 2014 Signature(s)[5] :

Notes:

  1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS . All joint holders’ names should be stated.

  2. Please insert the number of shares of the Company registered in your name(s) and to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all of such shares of the Company registered in your name(s).

  3. If any proxy other than the Chairman of the Extraordinary General Meeting is preferred, please strike out the words “the Chairman of the Extraordinary General Meeting, or” and insert the name and address of the proxy desired in the space provided. You are entitled to appoint one or more proxies (each must be an individual) to attend and vote in your stead. Your proxy need not be a member of the Company, but your proxy must attend the Extraordinary General Meeting to represent you. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

  4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, PLEASE TICK THE BOX IN THE COLUMN MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE TICK THE BOX IN THE COLUMN MARKED “AGAINST”. Failure to tick either box will entitle your proxy to cast your vote or abstain at his/her/its discretion on the relevant resolution. Your proxy will also be entitled to vote or abstain at his/her/its discretion on any resolution properly put to the Extraordinary General Meeting other than the resolution referred to in the notice convening the Extraordinary General Meeting.

  5. This form of proxy must be signed by you or your attorney duly authorised in writing or, if the appointor is a corporation, must be either under its common seal or under the hand of an officer, attorney or other person duly authorised by it to sign the same.

  6. In order to be valid, this form of proxy, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, must be delivered to the share registrar of the Company, Computershare Hong Kong Investor Services Limited, Investor Communications Centre, by hand or by post, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, as soon as possible and in any event not less than forty-eight (48) hours before the time appointed for holding the Extraordinary General Meeting (or any adjournment thereof) at which the person named in this form of proxy proposes to vote, or, in the case of a poll taken subsequently to the date of the Extraordinary General Meeting (or any adjournment thereof), not less than forty-eight (48) hours before the time appointed for the taking of the poll, and in default this form of proxy shall not be treated as valid. Completion and delivery of this form of proxy will not preclude you from attending the Extraordinary General Meeting (or any adjournment thereof) and voting in person at the Extraordinary General Meeting (or any adjournment thereof) if you so wish, but in the event of your attending the Extraordinary General Meeting (or any adjournment thereof) after having lodged this form of proxy, this form of proxy will be deemed to have been revoked.

  7. Where there are joint registered holders of any share(s) in the Company, any one of such joint holders may vote at the Extraordinary General Meeting (or any adjournment thereof), either personally or by proxy, in respect of such share(s) as if he/she/it were solely entitled thereto; but if more than one of such joint holders are present at the Extraordinary General Meeting personally or by proxy, the most senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority will be determined by reference to the order in which the names of the joint holders stand on the register of members of the Company in respect of the relevant joint holding.

  8. The Chairman of the Extraordinary General Meeting will demand a poll on the resolution submitted for determination at the Extraordinary General Meeting. On a poll, every member present in person or by a duly authorised corporate representative or by proxy shall have one vote for every share held by him/her/it. The results of the poll will be published on the websites of the Company and The Stock Exchange of Hong Kong Limited as soon as possible, but in any event not later than the commencement of the morning trading session on the business day following the Extraordinary General Meeting.