IRC Limited — AGM Information 2014

Apr 9, 2014

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(Incorporated in Hong Kong with limited liability)

(Stock Code: 1029)

FORM OF PROXY FOR ANNUAL GENERAL MEETING TO BE HELD ON 14 MAY 2014

I/We[(Note][1)] , of being the registered holder(s) of[(Note][2)] shares in the capital of IRC Limited (the ‘‘Company’’) hereby appoint the Chairman of the Annual General Meeting[(Note][3)]

as my/our proxy to attend and act on my/our behalf at the Annual General Meeting of the Company to be held at 3:00 p.m. on Wednesday, 14 May 2014 at the Admiralty Conference Centre 1804B, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong or at any adjournment thereof and, on a poll, to vote for me/us on the resolutions referred to in the Notice of Annual General Meeting (with or without modifications) as indicated below, and if no such indication is given, as my/our proxy thinks fit:

		er(s) of (Note 2)shares in the capital of IRC Limi appoint the Chairman of the Annual General Meeting (Note 3)
		d and act on my/our behalf at the Annual General Meeting of the Company to be held at 3:00 p.m. 4 at the Admiralty Conference Centre 1804B, Tower 1, Admiralty Centre, 18 Harcourt Road, Admirajournment thereof and, on a poll, to vote for me/us on the resolutions referred to in the Notice of Annr without modifications) as indicated below, and if no such indication is given, as my/our proxy thinks
		Ordinary Resolutions (Note 11)	For (Note 4)	Against (Note 4)
1.	To receive and consider the audited consolidated financial statements and theReports of the Directors and Auditor for the year ended 31 December 2013.	considertheauditedconsolidatedfinancialstatementsandthe
2.	To re-appoint Messrs Deloitte Touche Tohmatsu as Auditor and authorise theBoard of Directors to fix the remuneration of the Auditor.
3.	(a)To re-elect Mr Yury Makarov as Director
	(b)To re-elect Mr Simon Murray, CBE Chevalier de la Légion d’honneur asDirector
	(c)To re-elect Mr Jonathan Martin Smith as Director
4.	To give a general mandate to the Directors to repurchase shares in the Companynot exceeding 10% of the number of Shares of the Company in issue.
5.	To give a general mandate to the Directors to issue, allot and deal withadditional shares in the Company not exceeding the sum of 20% of the numberof Shares of the Company in issue.
6.	To add shares repurchased to the general mandate to issue new shares inResolution 5.
Special Resolution(Note 11)
7.	To approve the adoption of the new Articles of Association.

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

Notes:

1. Please insert full name(s) and address(es) in BLOCK CAPITALS.

2. Please insert the number of shares registered in your name(s) to which the 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).

3. MeetingIf any proxy’’, andotherinsertthanthe thenameChairmanand addressof theof theAnnualproxyGeneraldesiredMeetingin the spaceis preferred,provided.strike out the words ‘‘the Chairman of the Annual General

4. IMPORTANT: IF YOU WISH YOUR PROXY TO VOTE ON YOUR BEHALF FOR A PARTICULAR RESOLUTION, TICK THE BOX MARKED ‘‘FOR’’. IF YOU WISH YOUR PROXY TO VOTE AGAINST A PARTICULAR RESOLUTION, TICK THE BOX MARKED ‘‘AGAINST’’. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his discretion whether to vote for or against the resolutions or to abstain from voting. Your proxy will also be entitled to vote at his discretion on any amendment to the resolutions referred to in the Notice of Annual General Meeting which has been properly put to 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 duly authorised officer.

6. In the case of joint registered holders of any share, any one of such persons may vote at the Annual General Meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders is present at the Annual General Meeting personally or by proxy, the person whose name stands first on the register of members in respect of the relevant share will alone be entitled to vote in respect thereof.

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8. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and, on a poll, to vote instead of him. The 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 Annual General Meeting (or any adjournment thereof) if you so wish.

10. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE DULY INITIALLED BY THE PERSON WHO SIGNS IT.

11. The description of the resolution is by way of summary only. The full text of the resolution appears in the notice convening the Annual General Meeting.