KLN Logistics Group Limited — Proxy Solicitation & Information Statement 2017

Apr 19, 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

Ifyou have soldortransferred allyour shares in Kerry Logistics Network Limited,you should atonce handthis circular andthe enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges andClearing Limited andTheStock Exchangeof Hong Kong Limitedtake no responsibilityforthe contentsofthis circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

==> 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

PROPOSALS FOR GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES, RE-ELECTION OF DIRECTORS

AND NOTICE OF ANNUAL GENERAL MEETING

Resolutionswill be proposed attheAnnualGeneral Meetingof Kerry Logistics Network Limitedto be held at Kowloon Room, Mezzanine Floor, KowloonShangri-La, 64 Mody Road,Tsimshatsui East, Kowloon, Hong Kong on Monday, 29 May 2017 at 2:30 p.m. to approve the matters referred to in this circular.

The notice convening the Annual General Meeting together with the form of proxy for use at the Annual General Meeting are enclosed with this circular. Whether or not you are able to attend the meeting, you are requested to complete the form of proxy in accordance withthe instructions printedthereon and return ittoTricor InvestorServices Limited,theCompany’s branch share registrar andtransfer office in Hong Kong, at Level 22, HopewellCentre, 183Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the Annual General Meeting, i.e. by no later than 2:30 p.m. on 27 May 2017.

20 April 2017

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
1.	Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	General Mandate to Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
3.	General Mandate to Issue New Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Final Dividend. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
6.	Voting by Poll. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7.	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
8.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
9.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I – Details of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		7
Appendix II – Explanatory Statement on Share Repurchase Mandate. . . . . . . . . . . . . . . . . . .		10
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		13

– i –

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context otherwise requires:

“Annual General Meeting”	the annual general meeting of the Company to be held at Kowloon Room,
	Mezzanine Floor, Kowloon Shangri-La, 64 Mody Road, Tsimshatsui East,
	Kowloon, Hong Kong on Monday, 29 May 2017 at 2:30 p.m.
“associate”	shall have the meaning ascribed to it under the Listing Rules
“Board”	the board of Directors
“Bye-laws”	the bye-laws of the Company adopted on 25 November 2013, with effect
	from the Listing Date, as amended from time to time
“China” or “PRC”	the People’s Republic of China, and for the purpose of this circular only,
	excludes Hong Kong, Macau and Taiwan
“Company”	Kerry Logistics Network Limited, incorporated in the British Virgin Islands
	and continued into Bermudato become an exempted companywith limited
	liability, the Shares of which are listed on the Main Board of the Stock
	Exchange
“connected person(s)”	shall have the meaning ascribed to it under the Listing Rules
“Controlling Shareholder(s)”	shall have the meaning ascribed to it under the Listing Rules
“Director(s)”	the director(s) of the Company
“Executive Director(s)”	the executive director(s) of the Company
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	Hong Kong Special Administrative Region of the PRC
“INED”	the independent non-executive director(s) of the Company
“KGL”	Kerry Group Limited, one of the Controlling Shareholders
“KHL”	Kerry Holdings Limited, a wholly-owned subsidiary of KGL

– 1 –

DEFINITIONS

• “KPL” Kerry Properties Limited, incorporated under the laws of Bermuda as an exempted company with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (stock code: 683), and is one of the Controlling Shareholders

• “Latest Practicable Date” 3 April 2017, being the latest practicable date prior to the printing of this circularforthe purposeof ascertaining certain information contained inthis circular

• “Listing Date” 19 December 2013,thedateonwhichdealings intheSharesfirst commence on the Stock Exchange

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time

• “Non-executive Director” the non-executive director of the Company

• “Post-IPO Share Option Scheme” the post-IPO share option scheme adopted by the Company before the Listing Date

• “Pre-IPO Share Option Scheme” the pre-IPO share option scheme adopted by the Company before the Listing Date

• “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• “Share(s)” share(s) of nominal value of HK$0.50 each of the Company, or, if there has been a subdivision, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary share capital of the Company

• “Share Repurchase Mandate” a general and unconditional mandate to be given to the Directors to exercisethe powersoftheCompanyto repurchase at anytime untilthe next annual general meeting of the Company or such earlier period as stated in the Share Repurchase Resolution

• “Share Repurchase Resolution” the ordinary resolution referred to in item 8B of the notice of the Annual General Meeting

• “Shareholder(s)” the holder(s) of the Share(s)

– 2 –

DEFINITIONS

“Stock Exchange” The Stock Exchange of Hong Kong Limited “subsidiary” or “subsidiaries” shall have the meaning ascribed to it under the Listing Rules “Takeovers Code” the Code onTakeovers and Mergers, approved by the Securities and Futures Commission, as amended from time to time

– 3 –

LETTER FROM THE BOARD

==> 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

Executive Directors: RegisteredOffice: Mr YEO George Yong-boon ( Chairman ) Canon’s Court Mr MA Wing Kai William ( Group Managing Director ) 22 Victoria Street Mr ERNI Edwardo Hamilton HM12 Mr KUOK Khoon Hua Bermuda Non-executive Director: Corporate Headquarters and Mr CHIN Siu Wa Alfred Principal Place of Business in Hong Kong: Independent non-executive Directors: 16/F, Kerry Cargo Centre Ms WONG Yu Pok Marina 55 Wing Kei Road Mr WAN Kam To Kwai Chung Mr YEO Philip Liat Kok New Territories Hong Kong 20 April 2017 To the Shareholders Dear Sir or Madam

PROPOSALS FOR GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

Thepurposeofthiscircularistoprovideyouwithinformationrelatingto, interalia ,theproposedrenewalofthe Share Repurchase Mandate, the proposed re-election of Directors who are going to retire and offer themselves for re-election at the Annual General Meeting, and to give you the notice of the Annual General Meeting.

– 4 –

LETTER FROM THE BOARD

2. GENERAL MANDATE TO REPURCHASE SHARES

An ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Share Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase Shares representing up to 10 per cent. of the number of issued Shares of the Company as at the date of passing of the resolution in relation to the Share Repurchase Mandate. The Share Repurchase Mandate will continue in force until the conclusion of the next annual general meeting of the Company or any earlier date as referred to in item 8B of the notice of theAnnual General Meeting.

An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the proposedShare Repurchase Mandate is setout inAppendix IItothis circular.This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the Annual General Meeting.

3. GENERAL MANDATE TO ISSUE NEW SHARES

In order to ensure flexibility and give discretion to the Directors, in the event that it becomes desirable for the Company to issue any new Shares, an ordinary resolution to grant a general mandate to the Directors to allot, issue and deal with additional Shares not exceeding 20 per cent. of the number of issued Shares of the Company as at the date of passing of the relevant ordinary resolution will be proposed at the Annual General Meeting.

As atthe Latest Practicable Date,thetotal numberof issuedSharesoftheCompany was 1,695,521,112. Ifthere is no allotment or repurchase of the Shares between the Latest Practicable Date and the date of the Annual General Meeting, the general mandate to allot, issue and deal with additional Shares shall not exceed 339,104,222 Shares.

4. RE-ELECTION OF DIRECTORS

In accordance withArticle 99 of the Bye-laws, the number of Directors retiring at each annual general meeting shall not be less than one-third of the Directors for the time being, and any retiring Director shall be eligible for re-election at the same annual general meeting. Accordingly, Mr YEO George Yong-boon, Mr WAN Kam To and Mr YEO Philip Liat Kok shall retire by rotation, and being eligible, offer themselves for re-election at theAnnual General Meeting.

Details of the above Directors who are subject to re-election at the Annual General Meeting are set out in Appendix I to this circular in accordance with the relevant requirements of the Listing Rules.

5. FINAL DIVIDEND

Reference is made to the results announcement for the year ended 31 December 2016 of the Company dated 23 March 2017.The Board resolvedto proposetotheShareholders intheAnnualGeneral Meetingon 29 May 2017for the distribution of a final dividend of 12 HK cents per Share for the year ended 31 December 2016 payable to the Shareholders whose names are listed in the registers of members of the Company on 5 June 2017.

– 5 –

LETTER FROM THE BOARD

6. VOTING BY POLL

All the resolutions set out in the notice of the Annual General Meeting would be decided by poll in accordance with the Listing Rules and the Bye-laws. The chairman of the Annual General Meeting would explain the detailed procedures for conducting a poll at the commencement of the Annual General Meeting.

The poll results will be published on the Company’s website at www.kerrylogistics.com and the Stock Exchange’s website at www.hkexnews.hk after the conclusion of the Annual General Meeting.

7. ANNUAL GENERAL MEETING

Notice of theAnnual General Meeting is set out on pages 13 to 17 of this circular.A form of proxy for use at the Annual General Meeting is enclosed with this circular. Whether or not you are able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it toTricor Investor Services Limited, the Company’s branch share registrar and transfer office in Hong Kong, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the Annual General Meeting, i.e. by no later than 2:30 p.m. on 27 May 2017. Completion and return of the form of proxy will not prevent you from attending and voting at the Annual General Meeting if you so wish.

8. RECOMMENDATION

The Directors considerthatthe resolutions, including butwithout limitationto,theShare Repurchase Mandate and the re-election of Directors, as set out respectively in the notice of the Annual General Meeting are in the best interests of the Company and its Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of all such resolutions to be proposed at the Annual General Meeting.

9. RESPONSIBILITY STATEMENT

This circular,for which the Directors collectively and individually acceptfull responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

Yours faithfully, For and on behalf of

Kerry Logistics Network Limited YEO George Yong-boon

Chairman

– 6 –

DETAILS OF DIRECTORS

APPENDIX I

ThefollowingaretheparticularsoftheDirectors(asrequiredbytheListingRules)proposedtobere-electedatthe AnnualGeneral Meeting.

YEO George Yong-boon

YEO George Yong-boon, aged 62, has been the Chairman of the Company since August 2012 and became an Executive Director of theCompany in November 2013. MrYeo has been a director of KHL sinceJuly 2016. From 1988 to 2011, Mr Yeo served for 23 years in the Singapore Government, as Minister of State for Finance, then as Minister for Information and the Arts, Health,Trade and Industry, and Foreign Affairs. Prior to 1988, Mr Yeo served in various capacities in the Singapore Army, Republic of Singapore Air Force and Defence Ministry, including Chief-of-Staff of the Air Staff and Director of Joint Operations and Planning in the Defence Ministry, attaining the rank of BrigadierGeneral. Mr Yeo was a member of the Mentor Group and Governing Board of Nalanda University and became its SecondChancellor until November 2016. MrYeo is a memberofthe BoardofTrusteesoftheWorld Economic Forum, the Berggruen Institute on Governance, the Harvard Business School Board of Dean’s Advisors, the International Advisory Board of IESE Business School, the International Advisory Panel of Peking University, the International Advisory Council of Eco Forum Global Guiyang, the Economic Development Commission of Hong Kong, the International Advisory Committee of National Graduate Institute for Policy Studies and the International Advisory Committee of Mitsubishi Corporation (a company listed on the Tokyo Stock Exchange with stock code 80580). Mr Yeo was a member of the Vatican Council Commission for Reference on the Organization of the EconomicAdministrative Structure of the Holy See and became a member of the Vatican Council for the Economy from February 2014. Mr Yeo has been an independent non-executive director of AIA Group Limited (a company listed on the Stock Exchange with stock code 1299) since November 2012 and a non-independent non-executive director of Wilmar International Limited (a company listed on the Singapore Stock Exchange with stock code F34) since November 2014. Mr Yeo was awarded Philippines’ Order of Sikatuna, India’s Padma Bhushan and Australia’s Honorary Officer of the Order of Australia. Mr Yeo graduated from Cambridge University with a double first in engineering in 1976 and also obtained a master of business administration degree (Baker Scholar) from Harvard Business School in 1985. MrYeo is a visiting scholar at Lee KuanYew School of Public Policy of NationalUniversity of Singapore.

As at the Latest Practicable Date, MrYeo was interested in (i) options granted under the Pre-IPO Share Option Scheme entitling him to subscribe for 2,000,000 Shares, options granted under the Post-IPO Share Option Scheme entitling him to subscribe for 1,000,000 Shares, 5,000 Shares held by his spouse, and 1,000,000 Shares held jointly with his spouse, and (ii) 10,000 ordinary shares in KPL held by his spouse. Apart from that, Mr Yeo has no other interest in the Shares, underlying Shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

– 7 –

DETAILS OF DIRECTORS

APPENDIX I

WAN Kam To

WAN Kam To, aged 64, has been the Independent Non-executive Director of the Company since November 2013. He was a partner of PricewaterhouseCoopers Hong Kong & China, and had been a practicing accountant in Hong Kong for over 30 years with extensive experience in auditing, finance, advisory and management. Mr Wan serves as an independent non-executive director of several companies listed on the Stock Exchange, including China Resources Land Limited (stock code: 1109) since March 2009, Dalian Port (PDA) Company Limited (“PDA”) (stock code: 2880) since June 2011, Fairwood Holdings Limited (stock code: 52) since September 2009, Harbin Bank Co., Ltd. (stock code: 6138) since October 2013, Huaneng Renewables Corporation Limited (stock code: 958) since August 2010, KFM Kingdom Holdings Limited (stock code: 3816) since September 2012, Shanghai Pharmaceuticals Holding Co., Ltd. (“SPH”) (stock code: 2607) since June 2013, S. Culture International Holdings Limited (stock code: 1255) since May 2013 and Target Insurance (Holdings) Limited (stock code: 6161) since November 2014. PDA and SPH are also listed on the Shanghai Stock Exchange with stock code 601880 and 601607 respectively. He has also served as an independent director of China World Trade Center Co., Ltd. (a company listed on the Shanghai Stock Exchange with stock code 600007) since November 2016. Mr Wan had served as an independent non-executive director of GreaterChina Professional Services Limited (a company listed on the Stock Exchange with stock code 8193) from May 2011 to November 2013. He had also served as an independent director of Mindray Medical International Limited (a company listedonthe NewYorkStock Exchangewith stock code MR)fromSeptember 2008 to December 2014 and RDA Microelectronics, Inc. (a company listed on NASDAQ with stock code RDA) from November 2010toJuly 2014. MrWan is a Fellow Memberof Hong Kong InstituteofCertified PublicAccountants and the Association of Chartered Certified Accountants. He graduated from the accounting department of Hong Kong Polytechnic (now known as Hong Kong Polytechnic University) with a higher diploma in 1975.

As at the Latest Practicable Date, Mr Wan was interested in options granted under the Pre-IPO Share Option Scheme entitling him to subscribe for 200,000 Shares. Apart from that, Mr Wan has no other interest in the Shares, underlyingShares or debentures of theCompany or any of its associated corporations within the meaning of PartXV of the SFO.

YEO Philip Liat Kok

YEO Philip Liat Kok, aged 70, has been the Independent Non-executive Director of the Company since November 2013. He is an independent non-executive director of City Developments Limited (a company listed on the Singapore Stock Exchange with stock code C09) since May 2009. He is also an independent director of Hitachi Ltd (a company listed on theTokyoStock Exchange with stock code 6501) sinceJune 2012. MrYeo is the chairman of Economic Development Innovations Singapore Pte Ltd, Hexagon Development Advisors Pte Ltd and SPRING Singapore, a Singapore Government agency for enterprise development. He is currently an independent director of the supervisory board of Baiterek National Managing Holding in Kazakhstan. He was the chairman and independent director of Ascendas India Trust (a trust listed on the Singapore Stock Exchange with stock code CY6U) from June 2007 to July 2016. From 1986 to 2013, Mr Yeo has been a member of the United Nations Committee of Experts on Public Administration and the World Health Organization Expert Working Group on Research & Development Financing, Special Adviser for Economic Development in the Prime Minister’s office of the Singapore Government,

– 8 –

APPENDIX I

DETAILS OF DIRECTORS

Senior Adviser for Science and Technology in the Ministry of Trade and Industry of the Singapore Government, Chairman of the Agency for Science, Technology and Research, in Singapore, Chairman and Co-Chairman for the Economic Development Board. Mr Yeo obtained a bachelor’s degree in applied science in industrial engineering in 1970 and an honorary doctorate degree in engineering from the University ofToronto, Canada in 1997. He obtained a masterof sciencedegree in systems engineeringfromthethenUniversityofSingapore (now known asthe National University of Singapore (“NUS”)) in 1974 and a master of business administration degree from Harvard University in 1976. He received a doctor of medicine degree from Karolinska Institutet, Sweden in 2006, an honorary doctor of science degree from Imperial College London, United Kingdom in 2007, an honorary doctor of letters degree from NUS in 2011 and an honorary doctor of law degree from Monash University of Australia in 2011.

As at the Latest Practicable Date, Mr Yeo was interested in options granted under the Pre-IPO Share Option Scheme entitling him to subscribe for 200,000 Shares. Apart from that, Mr Yeo has no other interest in the Shares, underlyingShares or debentures of theCompany or any of its associated corporations within the meaning of PartXV of the SFO.

DIRECTOR’S TERM AND FEES

According to Article 99 of the Bye-laws, the number of Directors retiring at each annual general meeting shall not be lessthanone-thirdofthe Directorsforthetime being, and any retiring Director shall be eligiblefor re-election at the same annual general meeting. Each of the Directors who stands for re-election has signed an appointment letter with the Company for an initial term commencing from his respective date of appointment until the next general meetingoftheCompany, atwhich hewill be eligiblefor re-election.Upon being re-elected,the appointment of the Director shall continue for a period of three years and until the conclusion of the third annual general meeting of the Company or such earlier date pursuant to the Bye-laws. The appointments are subject to the provisions of retirement and rotation of directors in accordance to the Bye-laws.

The total amount of the Directors’ emoluments for the year ended 31 December 2016 received by each of the retiring Directors are set out in note 12 to the financial statements of the Company’s annual report 2016.The Group offers competitive remuneration packages to the Directors, and the Directors’ fees are subject to the Shareholders’ approval at general meeting. Other emoluments are determined by the Board with reference to Directors’ duties, responsibilities and performance and the results of the Group.

DIRECTOR’S INTEREST

Save as disclosed in this circular, to the best knowledge of the Company, each of the Directors who stands for re-election (i) does not hold other positions in the Company or other members of the Group, (ii) does not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years, (iii) does not have any relationship with any other Director, senior management, substantial shareholder orControlling Shareholder of theCompany and (iv) has no information to disclose pursuant to any of the requirements of Rule 13.51(2)(h)-13.51(2)(v) of the Listing Rules; and there are no other matters that need to be brought to the attention of the Shareholders.

– 9 –

EXPLANATORY STATEMENT ON SHARE REPURCHASE MANDATE

APPENDIX II

The following is the explanatory statement required to be sent to Shareholders under the Listing Rules to enable them to make an informed decision on whether to vote for or against the ordinary resolution in relation to the Share Repurchase Mandate to be proposed at the AnnualGeneral Meeting.

1. SHARE REPURCHASE PROPOSAL

As at the Latest Practicable Date, the total number of issued Shares of the Company was 1,695,521,112. It is proposed that pursuant to the Share Repurchase Mandate, up to a maximum of 10 per cent. of the number of issued Shares as at the date of passing of the Share Repurchase Resolution may be repurchased by the Directors. Subject to the passing of the Share Repurchase Resolution, on the basis that no further Shares are issued prior to the Annual General Meeting and ignoring other restrictions, the Company would be allowed under the Share Repurchase Mandate to repurchase up to a maximum of 169,552,111 Shares.

2. REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and its Shareholders to have a general authority from the Shareholders to enable the Company to repurchase Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or earnings per share of the Company and will only be made when the Directors believe that such a repurchase will benefit the Company and its Shareholders.

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Bye-laws and the laws of Bermuda. The laws of Bermuda provide that the amount of capital repaid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant shares, or the profitsthat wouldotherwise be availablefordividendorthe proceedsof afresh issueof shares madeforthe purpose. The premium payable on repurchase may only be paid out of either the profits that would otherwise be available for dividend or out of the share premium or contributed surplus accounts of the Company.

The Directors propose that such repurchases of Shares would be appropriately financed by the Company’s internal resources and/or available banking facilities. There might be a material adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited consolidated financial statements contained inthe annual reportoftheCompanyfortheyear ended 31 December 2016 andtaking into account the financial position of the Company as at the Latest Practicable Date, in the event that the proposed share repurchases were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Share Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effectontheworking capital requirementsoftheCompanyorthe gearing levelswhich inthe opinion of the Directors are from time to time appropriate for the Company.

– 10 –

EXPLANATORY STATEMENT ON SHARE REPURCHASE MANDATE

APPENDIX II

4. DIRECTORS’ UNDERTAKING AND CONNECTED PERSONS

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, the exercise of the power of the Company to make repurchases pursuant to the Share Repurchase Resolution will be in accordance with the Listing Rules and the applicable laws of Bermuda.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates have a present intention, in the event that the Share Repurchase Resolution is adopted by Shareholders, to sell Shares to the Company or its subsidiaries.

No connected persons have notified the Company that they have a present intention to sell Shares held by them to the Company, or have undertaken not to do so, in the event that the Company is authorised to make repurchases of its Shares.

5. EFFECT OF THE TAKEOVERS CODE

If a Shareholder’s proportionate interest in the voting rights of the Company increases as a result of a share repurchase, any such increase will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert (depending on the level of increase of Shareholders’ interests) could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. As at the Latest Practicable Date, KGL was directly or indirectly interested in 1,121,178,932Shares asdisclosed undertheSFO,which constituted approximately 66.13 per cent.ofthe total number of issued Shares of the Company. Were the Share Repurchase Mandate to be exercised in full, which is consideredto be unlikely inthe current circumstances, KGLwould (assumingthatthere is no change in relevantfacts and circumstances) hold approximately 73.47 per cent. of the total number of issued Shares of the Company. It is considered that, in the absence of any special circumstances, an obligation to make a mandatory offer as referred to above as a result of a share repurchase is unlikely to arise. Save as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a consequence of any repurchases pursuant to the Share Repurchase Mandate.

6. SHARE REPURCHASES MADE BY THE COMPANY

There was no repurchase by the Company or any of its subsidiaries of the Shares during the six months prior to the Latest Practicable Date.

– 11 –

EXPLANATORY STATEMENT ON SHARE REPURCHASE MANDATE

APPENDIX II

7. MARKET PRICES

During each of the 12 months preceding and up to the Latest Practicable Date, the highest and lowest prices at which the Shares were traded on the Stock Exchange are as follows:

		Shares
Year	Month	Highest Price	Lowest Price
		HK$	HK$
2016	April	11.24	10.50
	May	11.70	10.14
	June	11.24	9.96
	July	11.38	9.90
	August	11.46	10.74
	September	11.86	10.60
	October	10.72	10.16
	November	10.52	10.06
	December	10.46	9.56
2017	January	10.10	9.60
	February	10.72	9.95
	March	11.14	10.00
	April (up to the Latest Practicable Date)	10.94	10.84

– 12 –

NOTICE OF ANNUAL GENERAL MEETING

==> 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 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 Monday, 29 May 2017 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 2016.

2. To declare a final dividend for the year ended 31 December 2016.

3. To re-elect Mr YEO George Yong-boon as executive director.

4. To re-elect Mr WAN Kam To as independent non-executive director.

5. To re-elect Mr YEO Philip Liat Kok 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;

– 13 –

NOTICE OF ANNUAL GENERAL MEETING

• (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

– 14 –

NOTICE OF ANNUAL GENERAL MEETING

• (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

– 15 –

NOTICE OF ANNUAL GENERAL MEETING

• (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, 20 April 2017

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

– 16 –

NOTICE OF ANNUAL GENERAL MEETING

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, i.e. by no later than 2:30 p.m. on 27 May 2017. 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 Wednesday, 24 May 2017 to Monday, 29 May 2017, 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 Tuesday, 23 May 2017.

5. The Registers of Members will also be closed on Monday, 5 June 2017 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 Friday, 2 June 2017.

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

– 17 –