ISDN Holdings Limited — Proxy Solicitation & Information Statement 2019

Mar 22, 2019

ISDN HOLDINGS LIMITED

(Incorporated In the Republic of Singapore (Company Registration No. 200416788Z) (Singapore Stock Code: I07.SI) (Hong Kong Stock Code: 1656)

PROXY FORM

IMPORTANT:

1. A member of the Company who is a Relevant Intermediary or a clearing house and entitled to attend and vote at the Annual General Meeting of the Company is entitled to appoint more than two (2) proxies to attend and vote, but each proxy must be appointed to exercise the rights attached to a different share or shares held by such member. Where such member’s form of proxy appoints more than one (1) proxy, the appointments shall be invalid unless he specifies the number and class of shares in relation to which each proxy has been appointed shall be specified in the form of proxy.

2. “Relevant Intermediary” shall have the same meaning ascribed to it in Section 181 of the Companies Act, Cap. 50, of Singapore.

3. By submitting an instrument appointing a proxy(ies) and/or representative(s), a member accepts and agrees to the personal data privacy terms set out in the form of proxy.

I/We*,

(name) of

(address) being a member/members* of ISDN Holdings Limited (the “Company”), hereby appoint:

Name	NRIC/Passport No.	Proportion of Shareholding	Proportion of Shareholding
		No. ofShares	%
Address
and/or*
Name	NRIC/Passport No.	Proportion of Shareholding
		No. ofShares	%
Address

or failing him/her*, the Chairman of the meeting as my/our* proxy/proxies* to vote for me/us* on my/our* behalf at the Annual General Meeting of the Company (“AGM”) to be held at 1 Robinson Road, #18-00, AIA Tower, Singapore 048542 on Tuesday, 30 April 2019 at 9.30 a.m. and at any adjournment thereof.

I/We* direct my/our* proxy/proxies* to vote for or against the Resolutions proposed at the AGM as indicated hereunder. If no specific direction as to voting is given or in the event of any other matter arising at the AGM and at any adjournment thereof, the proxy/proxies* may vote or abstain from voting at his/her* discretion. The Resolutions will be put to vote at the AGM by way of poll.

(If you wish to exercise all your votes, please indicate your vote “For” or “Against” with a tick [√] within the box provided. Alternatively, if you wish to exercise your votes both “For” and “Against” the relevant Resolution, please insert the relevant number of Shares in the boxes provided.)

No.	Resolutions relatingto:	For	Against
1.	To receive and adopt the Directors’ statement and the audited consolidatedfinancial statements of the Company and its subsidiaries for the financialyear ended 31 December 2018, together with the external auditor’s reportthereon.
2.	To declare a first and final tax-exempt (one-tier) dividend of 0.70Singapore cents per ordinary share for the financial year ended 31December 2018.
3.	To approve the payment of Directors’ fees of S$136,500 for the financialyear ending31 December 2019(2018: S$136,500).
4a.	To re-elect Mr. Lim Siang Kai who will retire by rotation pursuant toRegulation 89 of the constitution of the Company
4b.	To re-elect Mr. Teo Cher Koon who will retire by rotation pursuant toRegulation 89 of the constitution of the Company
5.	To re-appoint Messrs Moore Stephens LLP as external auditor of theCompany for the financial year ending 31 December 2019 and toauthorise Directors of the Companyto fix their remuneration.
6.	To approve thegeneral mandate to issue Shares
7.	To approve the annual mandate to issue Shares under the ISDN PSP

*Delete as appropriate. Dated this day of 2019

Total Number of Shares Held

Signature of Member(s) or, Common Seal of Corporate Member

IMPORTANT: PLEASE READ NOTES OVERLEAF

NOTES:

1. Please insert the total number of shares held by you. If you have shares entered against your name in the Depository Register (as defined in Section 81SF of the Securities and Futures Act, Cap. 289 of Singapore), you should insert that number of shares. If you have shares registered in your name in the Register of Members, you should insert that number of shares. If you have shares entered against your name in the Depository Register and shares registered in your name in the Register of Members, you should insert the aggregate number of shares entered against your name in the Depository Register and registered in your name in the Register of Members. If no number is inserted, the form of proxy shall be deemed to relate to all the shares held by you.

2. (a) A member of the Company who is not a Relevant Intermediary or a clearing house and entitled to attend and vote at the Annual General Meeting is entitled to appoint not more than two (2) proxies to attend and vote on his behalf. Where such member’s form of proxy appoints more than one (1) proxy, the appointments shall be invalid unless he specifies the number and class of shares in relation to which each proxy has been appointed in the form of proxy.

   • (b) A member of the Company who is a Relevant Intermediary or a clearing house and entitled to attend and vote at the Annual General Meeting is entitled to appoint more than two (2) proxies to attend and vote, but each proxy must be appointed to exercise the rights attached to a different share or shares held by such member. Where such member’s form of proxy appoints more than one (1) proxy, the appointments shall be invalid unless he specifies the number and class of shares in relation to which each proxy has been appointed in the form of proxy.

   • (c) “Relevant Intermediary” shall have the same meaning ascribed to it in Section 181 of the Companies Act, Cap. 50, of Singapore.

3. A proxy need not be a member of the Company.

4. The form of proxy must be completed and signed in accordance with the instructions printed thereon and returned to the registered office of the Company at No. 10 Kaki Bukit Road 1, #01-30 KB Industrial Building, Singapore 416175, (for Singapore Shareholders) or the Company’s Hong Kong Branch Share Registrar and Transfer Office, Boardroom Share Registrars (HK) Limited, at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong (for Hong Kong Shareholders) as soon as possible but in any event not less than 72 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof.

5. Where the form of proxy is executed by an individual, it must be executed under the hand of the individual or his attorney duly authorised. Where the form of proxy is executed by a corporation, it must be executed either under its common seal or under the hand of any officer or attorney duly authorised.

6. Where the form of proxy is executed under the hand of an attorney duly authorised, the letter or power of attorney or a duly certified copy thereof must (failing previous registration with the Company) be lodged with the form of proxy, failing which the form of proxy may be treated as invalid.

GENERAL:

The Company shall be entitled to reject the form of proxy which is incomplete, improperly completed, illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified on the form of proxy. In addition, in the case of shares entered in the Depository Register (as defined in Section 81SF of the Securities and Futures Act, Cap. 289 of Singapore), the Company may reject a form of proxy if the member of the Company, being the appointor, is not shown to have shares entered against his name in the Depository Register as at 72 hours before the time fixed for holding the Annual General Meeting, as certified by the Central Depository (Pte) Limited to the Company.

A Depositor (as defined in Section 81SF of the Securities and Futures Act, Cap. 289 of Singapore) shall not be regarded as a member of the Company entitled to attend the Annual General Meeting and to speak and vote thereat unless his name appears on the Depository Register (as defined in Section 81SF of the Securities and Futures Act, Cap. 289 of Singapore) 72 hours before the time fixed for holding the Annual General Meeting.

PERSONAL DATA PRIVACY:

By attending the Annual General Meeting and/or any adjournment thereof and/or submitting the form of proxy appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the Annual General Meeting and/or any adjournment thereof, a member of the Company (a) consents to the collection, use and disclosure of the member’s personal data by the Company (or its agents or service providers) for the purpose of the processing and administration by the Company (or its agents or service providers) of proxies and representatives appointed for the Annual General Meeting (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the Annual General Meeting of the Company (including any adjournment thereof), and in order for the Company (or its agents or service providers) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the “Purposes”), and (b) warrants that where the member discloses the personal data of the member’s proxy(ies) and/or representative(s) to the Company (or its agents or service providers), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents or service providers) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (c) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member’s breach of warranty.