IBI Group Holdings Limited — AGM Information 2017

Jul 28, 2017

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IBI Group Holdings Limited

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 1547)

FORM OF PROXY ANNUAL GENERAL MEETING

I/We, (Name)

of (Address)

being the registered holder(s) of

(Note 1)

(Note 1)

(Note 2) ordinary shares of HK$0.01 each in the capital of

IBI Group Holdings Limited (the ‘‘Company’’), HEREBY APPOINT (Name)

of (Address) or failing him/her, the CHAIRMAN OF THE MEETING[(Note][3)] as my/our proxy to attend, speak and vote for me/us and on my/our behalf at the annual general meeting of the Company (the ‘‘2017 AGM’’) to be held at 2401–02, 24/F., Admiralty Centre 1, 18 Harcourt Road, Hong Kong on Friday, 22 September 2017 at 10 a.m. and at the adjournment thereof on any resolution or motion which is proposed thereat. My/Our proxy is authorised and instructed to vote as indicated[(Note][4)] in respect of the undermentioned resolutions:

	ORDINARY RESOLUTIONSFOR (Note 4)AGAINST (Note 4)1.To receive and adopt the audited consolidated financial statements and the reports of the directors (the‘‘Directors’’) and independent auditor of the Company for the year ended 31 March 2017.2.(i)To re-elect Mr. Neil David Howard as an executive Director.(ii)To re-elect Mr. Steven Paul Smithers as an executive Director.(iii)To re-elect Mr. Richard Gareth Williams as an independent non-executive Director(iv)To re-elect Mr. Robert Peter Andrews as an independent non-executive Director.(v)To re-elect Mr. Lap Shek Eddie Wong as an independent non-executive Director.3.To authorise the board of Directors (the ‘‘Board’’) to fix the Directors’ remuneration for the year ending 31March 2018.	ORDINARY RESOLUTIONSFOR (Note 4)AGAINST (Note 4)1.To receive and adopt the audited consolidated financial statements and the reports of the directors (the‘‘Directors’’) and independent auditor of the Company for the year ended 31 March 2017.2.(i)To re-elect Mr. Neil David Howard as an executive Director.(ii)To re-elect Mr. Steven Paul Smithers as an executive Director.(iii)To re-elect Mr. Richard Gareth Williams as an independent non-executive Director(iv)To re-elect Mr. Robert Peter Andrews as an independent non-executive Director.(v)To re-elect Mr. Lap Shek Eddie Wong as an independent non-executive Director.3.To authorise the board of Directors (the ‘‘Board’’) to fix the Directors’ remuneration for the year ending 31March 2018.	ORDINARY RESOLUTIONSFOR (Note 4)AGAINST (Note 4)1.To receive and adopt the audited consolidated financial statements and the reports of the directors (the‘‘Directors’’) and independent auditor of the Company for the year ended 31 March 2017.2.(i)To re-elect Mr. Neil David Howard as an executive Director.(ii)To re-elect Mr. Steven Paul Smithers as an executive Director.(iii)To re-elect Mr. Richard Gareth Williams as an independent non-executive Director(iv)To re-elect Mr. Robert Peter Andrews as an independent non-executive Director.(v)To re-elect Mr. Lap Shek Eddie Wong as an independent non-executive Director.3.To authorise the board of Directors (the ‘‘Board’’) to fix the Directors’ remuneration for the year ending 31March 2018.	ORDINARY RESOLUTIONSFOR (Note 4)AGAINST (Note 4)1.To receive and adopt the audited consolidated financial statements and the reports of the directors (the‘‘Directors’’) and independent auditor of the Company for the year ended 31 March 2017.2.(i)To re-elect Mr. Neil David Howard as an executive Director.(ii)To re-elect Mr. Steven Paul Smithers as an executive Director.(iii)To re-elect Mr. Richard Gareth Williams as an independent non-executive Director(iv)To re-elect Mr. Robert Peter Andrews as an independent non-executive Director.(v)To re-elect Mr. Lap Shek Eddie Wong as an independent non-executive Director.3.To authorise the board of Directors (the ‘‘Board’’) to fix the Directors’ remuneration for the year ending 31March 2018.
	4.	To declare a final dividend of HK1.0 cents per share of the Company for the year ended 31 March 2017.
	5.	To re-appoint BDO Limited as the independent auditor of the Company for the ensuing year and authorise theBoard to fix its remuneration.
	6.	To grant a general mandate to the Directors to allot, issue and otherwise deal with the Company’s shares.
	7.	To grant a general mandate to the Directors to repurchase the Company’s shares.
	8.	Conditional upon the passing of resolution nos. 6 and 7 set out in the notice convening the 2017 AGM (the‘‘Notice’’), to extend the general mandate granted by resolution no. 6 by adding thereto the shares re-purchasedpursuant to the general mandate granted by resolution no. 7.

For the full text of the proposed resolutions, please refer to the Notice as contained in the Company’s circular dated 28 July 2017.

Signature(s) (Note 5) Dated this day of 2017

Notes:

1. Full name(s) and address(s) to be inserted in BLOCK CAPITALS. The names of all joint registered holders should be stated. 2. Please insert the number of shares of the Company registered in your name(s) to which this proxy relates; 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).

2. A member of the Company (the ‘‘Member’’) may appoint one (or, if he/she/it holds two or more shares in the Company, more than one) proxy of his/her/its own choice. If such an appointment is made, please insert the name and address of the person appointed as proxy in the space provided. A proxy need not be a Member but must attend the 2017 AGM in person to represent you. If more than one proxy is appointed, the original form of proxy may be photocopied for use.

3. IMPORTANT:THE BOX MARKEDIF YOU‘‘AGAINSTWISH TO’’.VOTEFailureFORto tickANYa boxRESOLUTION,will entitle yourPLEASEproxy toTICKcast your(P) THEvote atBOXhis/herMARKEDdiscretion‘‘FORor abstain’’. IF YOUfrom voting.WISH YourTO VOTEproxy AGAINSTwill also beANYentitledRESOLUTION,to vote at his/herPLEASEdiscretionTICKon any(P) resolution properly put to the 2017 AGM other than those referred to in the Notice. If you wish to vote part of your shares for and part of your shares against the relevant resolution in the event that a poll is called, please insert the number of shares of the Company in the relevant box.

4. The 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 an officer, attorney or other person authorised to sign the same.

5. In the case of joint shareholders, the signature of any one shareholder will be sufficient but the names of all the joint shareholders should be stated.

6. Where there are joint holders of any share of the Company, any one of such joint holders may vote at the 2017 AGM, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders is present at the 2017 AGM, 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 holders, and for this purpose, seniority shall be determined as that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

7. ToHopewellbe valid,Centre,this form183 Queenof proxy’s Roadmust East,be completed,Hong Kongsignedtogetherand depositedwith a powerat theof Companyattorney or’s Hongany otherKongauthority,branch shareif any,registrar,under whichTricoritInvestoris signedServices(or a certifiedLimitedcopy(the thereof),‘‘Hong Kongno lessSharethan Registrar48 hours before’’) at Levelthe time22, appointed for holding the 2017 AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy shall not preclude Members from subsequently attending and voting in person at the 2017 AGM or any adjournment thereof (as the case may be), should you so wish, and in such event, the form of proxy shall be deemed to be revoked.

8. Any alteration made to this form of proxy must be initialed by the person who signs it.

9. The Company reserves its right to treat any form of proxy which has been incorrectly completed in some manner as valid if such incorrectness is considered by the Company, at its absolute discretion, not material.

10. A Member or his/her/its proxy should produce proof of identity when attending the 2017 AGM. If a corporate Member appoints its representative to attend the 2017 AGM, such representative should produce proof of identity and a copy of the resolution of the board of directors or other governing body of that Member appointing such representative to attend the 2017 AGM.

PERSONAL INFORMATION COLLECTION STATEMENT

• (i) ‘‘Personal Data’’ in these statements has the same meaning as ‘‘personal data’’ in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (the ‘‘PDPO’’).

• (ii) Your supply of Personal Data to the Company is on a voluntary basis and is used for processing your instructions and/or requests as stated in this form.

• (iii) Your Personal Data will not be transferred to other third parties (other than the Hong Kong Branch Share Registrar) unless it is a requirement to so do by law, for example, in response to a court order or a law enforcement agency’s request and will be retained for such period as may be necessary for our verification and record purposes.

• (iv) You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request should be in writing addressed to the Privacy Compliance Officer of Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong.