KLN Logistics Group Limited — AGM Information 2016

Apr 22, 2016

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contentsofthisannouncement,makenorepresentationastoitsaccuracyorcompletenessandexpresslydisclaimanyliability whatsoeverforanylosshowsoeverarisingfromorinrelianceuponthewholeoranypartofthecontentsofthisannouncement.

==> picture [263 x 41] intentionally omitted <==

(Incorporated in the British Virgin Islands and continued into Bermuda as an exempted company with limited liability)

Stock Code 636

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the “Annual General Meeting”) of Kerry Logistics Network Limited (the “Company”) will be held at Kowloon Room, Mezzanine Floor, Kowloon Shangri-La, 64 Mody Road, Tsimshatsui East, Kowloon, Hong Kong on Wednesday, 25 May 2016 at 2:30 p.m. for the following purposes:

1. To receive and consider the auditedfinancial statements of theCompany and the reports of the directors and the auditor for the year ended 31 December 2015.

2. To declare a final dividend for the year ended 31 December 2015.

3. To re-elect Mr KUOK Khoon Hua as executive director.

4. To re-elect Mr CHIN Siu Wa Alfred as non-executive director.

5. To re-elect Ms WONG Yu Pok Marina as independent non-executive director.

6. To authorise the board of directors of the Company to fix the remuneration of the directors.

7. To re-appoint PricewaterhouseCoopers as auditor of the Company and authorise the board of directors of the Company to fix its remuneration.

8. To consider as special business, and if thought fit, pass the following resolutions as ordinary resolutions with or without amendments:

ORDINARY RESOLUTIONS

• A. THAT :

• (a) subject to paragraph (c) below and in substitution for all previous authorities, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the share capital of the Company and to make or grant offers, agreements, options and other rights, or issue warrants and other securities including bonds, debentures and notes convertible into shares of the Company, which would or might require the exercise of such powers, be and is hereby generally and unconditionally approved;

1

• (b) the approval in paragraph (a) above shall authorise the Directors of the Company during the Relevant Period to make or grant offers, agreements, options and other rights, or issue warrants and other securities, which would or might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate number of shares allotted or to be allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to or in consequence of:

• (i) a Rights Issue (as hereinafter defined); or

• (ii) the exercise of any option under any share option scheme or similar arrangement for the time being adopted for the grant or issue to option holders of shares in the Company; or

• (iii) any scripdividendor similar arrangement providingforthe allotmentof shares in lieuof the whole or part of a dividend on shares of the Company in accordance with the Bye-laws of the Company; or

• (iv) any adjustment, after the date of grant or issue of any options, rights to subscribe or other securities referred to above, in the price at which shares in the Company shall be subscribed, and/or in the number of shares in the Company which shall be subscribed, on exercise of relevant rights under such options, warrants or other securities, such adjustment being made in accordance with, or as contemplated by, the terms of such options, rights to subscribe or other securities; or

• (v) a specified authority granted by the shareholders of theCompany (the “Shareholders”) in general meeting, shall not exceed the aggregate of:

  • (aa) 20 per cent. of the number of issued shares of the Company as at the date of passing of this Resolution; and

  • (bb) (if the Directors of the Company are so authorised by a separate ordinary resolution of the Shareholders) the number of issued shares of the Company repurchased by the Company subsequent to the passing of this Resolution (up to a maximum equivalent to 10 per cent. of the number of issued shares of the Company as at the date of passing of this Resolution),

and the said approval shall be limited accordingly; and

2

• (d) for the purposes of this Resolution:

“Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiry of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any other applicable laws of Bermuda to be held; or

• (iii) the revocation, variation or renewal of this Resolution by an ordinary resolution of the Shareholders in general meeting.

“Rights Issue” means an offer of shares in the Company, or an offer of warrants, options or other securities giving rights to subscribe for shares, open for a period fixed by the Directors of the Company to holders of shares in the Company on the registers of members of the Company on afixed record date in proportion to their then holdings of such shares (subject in all cases to such exclusions or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictionsorobligations underthe lawsof,orthe requirementsof any recognised regulatory body or any stock exchange in, any territory outside Hong Kong).

• B. THAT :

• (a) subject to paragraph (b) below, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase its own shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and FuturesCommissionof Hong Kong andtheStock Exchangeforthis purpose, be and is hereby generally and unconditionally approved;

• (b) the number of issued shares of the Company to be repurchased by the Company pursuant to paragraph (a) aboveduringthe Relevant Period shall not exceed 10 per cent.ofthe numberof issued shares of the Company as at the date of passing of this Resolution and the authority pursuant to paragraph (a) above shall be limited accordingly; and

3

• (c) for the purposes of this Resolution:

“Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiry of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any other applicable laws of Bermuda to be held; or

• (iii) the revocation, variation or renewal of this Resolution by an ordinary resolution of the Shareholders in general meeting.

• C. THAT , conditional upon the passing of Resolution No. 8B, the general mandate granted to the Directors of the Company (pursuant to Resolution No. 8A or otherwise) and for the time being in force to exercise the powers of the Company to allot shares be and is hereby extended by the addition to the number of shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors of the Company pursuant to such general mandate of an amount representing the number of issued shares of the Company repurchased by the Company under the authority granted by the resolution set out as Resolution No. 8B.

By Order of the Board LEE Pui Nee Company Secretary

Hong Kong, 25 April 2016

Corporate Headquarters and Principal

Place of Business in Hong Kong:

16/F, Kerry Cargo Centre 55 Wing Kei Road Kwai Chung New Territories Hong Kong

4

Notes:

1. Every member entitledto attend andvote attheAnnualGeneral Meeting (or at any adjournmentthereof) is entitledto appoint uptotwo individuals as his proxies. A proxy need not be a member of the Company. The number of proxies appointed by a clearing house (or its nominee) is not subject to the aforesaid limitation.

2. Where there are joint 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 be present at the Annual General Meeting personally or by proxy, that one of the said persons so present whose name stands first on the registers of members of the Company (the “Registers of Members”) in respect of such share will alone be entitled to vote in respect thereof.

3. To be valid, a form of proxy, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy of that power or authority), must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Tricor InvestorServices Limited, at Level 22, HopewellCentre, 183Queen’s Road East, Hong Kong, not lessthan 48 hours beforethetime appointed for the holding of the Annual General Meeting. Completion and return of the form of proxy will not preclude a member from attending the Annual General Meeting and voting in person if he so wishes.

4. The Registers of Members will be closed from Monday, 23 May 2016 to Wednesday, 25 May 2016, during which period no transfer of shares will be effected. In order to be entitled to attend and vote at the Annual General Meeting, all transfers accompanied by the relevant share certificates must be lodged for registration withTricor Investor Services Limited at the above address before 4:30 p.m. on Friday, 20 May 2016.

5. The Registers of Members will also be closed onTuesday, 31 May 2016 and no transfer of shares will be effected on that date. In order to qualify for the proposed final dividend, all transfers accompanied by the relevant share certificates must be lodged for registration with Tricor Investor Services Limited at the above address before 4:30 p.m. on Monday, 30 May 2016.

6. All the resolutions set out in this notice shall be decided by poll.

As at the date of this announcement, the Directors of theCompany are:

Executive Directors:

MrYEOGeorgeYong-boon, Mr MAWing KaiWilliam, Mr ERNI Edwardo and Mr KUOK Khoon Hua

Non-executive Director: MrCHIN SiuWaAlfred

Independent Non-executive Directors:

MsWONGYu Pok Marina, MrWAN KamTo and MrYEO Philip Liat Kok

This announcement is published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.kerrylogistics.com).

5