Kerry Properties Limited — Proxy Solicitation & Information Statement 2013

Mar 26, 2013

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website: www.kerryprops.com (Stock Code: 00683)

FORM OF PROXY FOR ANNUAL GENERAL MEETING

I/We [(Note][1)] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . being the registered holder(s) of [(Note][2)] . . . . . . . . . . . . . ordinary shares of HK$1.00 each (“Shares”) in the capital of Kerry Properties Limited (the “Company”) HEREBY APPOINT [(Note][3)] the Chairman of the AGM (as defined below)( [(Note][4)] who represents . . . . . . . . . . . . . . . . Shares held by me/us) [(Note][3)] and/or . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ( [(Note][4)] who represents . . . . . . . . . . . . . . . . . . . . . Shares held by me/us) [(Note][3)] and/or . . . . . . . . . . . . . . . . . . . . . . . . . of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ( [(Note][4)] who represents . . . . . . . . . . . . . . . . . . . . . Shares held by me/us), as my/our proxy(ies) to vote for me/us at the annual general meeting of the Company to be held at Island Ballroom, Level 5, Island Shangri-La Hotel, Pacific Place, Supreme Court Road, Central, Hong Kong on Friday, 3 May 2013 at 2:30 p.m. (or at any adjournment thereof) (the “AGM”) in respect of the resolutions as hereunder indicated or, if no such indication is given, at the discretion of my/our proxy(ies).

ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR(Note 5)	AGAINST(Note 5)
1.		To adopt the audited financial statements and the reports of the Directors and the auditor
		for the year ended 31 December 2012.
2.		To declare a final dividend for the year ended 31 December 2012.
3.		(a)	To re-elect Mr. Wong Siu Kong, a retiring Director, as a Director.
		(b)	To re-elect Mr. Qian Shaohua, a retiring Director, as a Director.
		(c)	To re-elect Mr. Ku Moon Lun, a retiring Director, as a Director.
		(d)	To re-elect Mr. Chang Tso Tung, Stephen, a retiring Director, as a Director.
4.		To fix Directors’ fees.
5.		To re-appoint PricewaterhouseCoopers as auditor and to authorize the Directors to fix
		its remuneration.
6.		A.	To grant a general mandate to the Directors to allot, issue and deal with additional
			Shares not exceeding 20% of the issued share capital of the Company as at the date
			of passing of this resolution.
		B.	To grant a general mandate to the Directors to repurchase Shares in the capital of
			the Company not exceeding 10% of the issued share capital of the Company as at
			the date of passing of this resolution.
		C.	To extend, conditional upon the above resolution 6B being duly passed,	the
			general mandate to allot Shares by adding the aggregate nominal amount of	the
			repurchased Shares to the 20% general mandate.
Dated	.	. . .	. . . . . . . . . . . . . . . . . 2013	Signature(s)(Note 6) . . . . . .	. . . . . . . . . . . . . . .

Notes:

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

2. If no number is inserted, this form will be deemed to relate to all the Shares registered in your name(s).

3. Every member entitled to attend and vote at the AGM is entitled to appoint up to two individuals as his proxies. A proxy need not be a member of the Company.

4. If you appoint more than one proxy to represent you, please also insert the number of Shares which each proxy represents and the name of the proxy.

5. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION(S), TICK IN THE BOX(ES) MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION(S), TICK IN THE BOX(ES) MARKED “AGAINST”. Failure to complete the boxes will entitle your proxy(ies) to cast his/their vote(s) at his/their discretion. A tick in the relevant box indicates that the votes attached to all the Shares stated above as held by you will be casted accordingly and a number in the relevant box indicates that the votes attached to the number of Shares referred to in the box will be casted accordingly.

6. This form must be signed by you or your attorney duly authorised in writing, or, in the case of a corporation, must be either under seal or under the hand of an officer or attorney duly authorised.

7. To be valid, this form, together with the power of attorney or other authority (if any) under which it is signed, must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Abacus Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for the holding of the AGM.

• for identification purpose only