KLN Logistics Group Limited — Proxy Solicitation & Information Statement 2019

May 15, 2019

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 stockbroker or other registered dealer in securities, 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 accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker 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.

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

Stock Code 636

WAIVER OF ASSURED ENTITLEMENT UNDER A PROPOSED SPIN-OFF AND SEPARATE LISTING OF KERRY EXPRESS (THAILAND) LIMITED ON THE STOCK EXCHANGE OF THAILAND, PROPOSED PAYMENT OF SPECIAL DIVIDEND

AND

NOTICE OF SPECIAL GENERAL MEETING

Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed “Definitions” of this circular.

A letter from the Board is set out on pages 4 to 11 of this circular.

A notice convening the SGM of the Company to be held at Kowloon Room, Mezzanine Floor, Kowloon Shangri-La, 64 Mody Road, Tsimshatsui East, Kowloon, Hong Kong at 3:45 p.m. on Friday, 31 May 2019 (or as soon thereafter as the first special general meeting of the Company to be held at the same place and on the same date at 3:15 p.m. shall have been concluded or adjourned) (or any adjournment thereof) to approve the matters referredto inthis circular is setouton pages 12to 13ofthis circular.Aformof proxyfor use attheSGM is enclosed withthis circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.kerrylogistics.com).

Whetheror notyou are ableto attendthe meeting,you are requestedto completetheformof proxy in accordance withthe instructions printed thereon and return it to Tricor Investor Services Limited, the Company’s Hong Kong branch share registrar and transfer office, at Level 22, HopewellCentre, 183Queen’s Road East, Hong Kong not less than 48 hours before the time appointedfor holding theSGM, i.e. by no later than 3:45 p.m. on Wednesday, 29 May 2019. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjourned meeting if you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

Hong Kong, 16 May 2019

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
NOTICE OF SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

– i –

DEFINITIONS

Inthis circular,the following expressions havethe meanings setout below unlessthe context requiresotherwise:

“Associate(s)”	has the meaning ascribed thereto under the Listing Rules
“Board”	the board of Directors
“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
“controlling shareholder(s)”	has the meaning ascribed thereto under the Listing Rules
“Director(s)”	director(s) of the Company
“Dividend Record Date”	such date for determining entitlement to the Special Dividend, which is yet
	to be determined
“Global Offering”	(i) public offering of the KETH shares for subscription by the public in
	Thailand and (ii) an international placing of the KETH shares to institutional
	and professional investors
“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 People’s Republic of China
“KETH”	Kerry Express (Thailand) Limited, a limited liability company incorporated
	in Thailand, an indirect non wholly-owned subsidiary of the Company
“KLN TH”	KLN Logistics (Thailand) Limited, a limited liability company incorporated
	inThailand, adeemed subsidiaryoftheCompany and a shareholderof KETH
“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 of the Company
“Latest Practicable Date”	10 May 2019, being the latest practicable date prior to the printing of this
	circular for ascertaining certain information in this circular
“Listing Committee”	the Listing Committee of the Stock Exchange

– 1 –

DEFINITIONS

“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange, as
	amended from time to time
“Minority Shareholder(s)”	Shareholder(s) other than KPL and its Associates
“PN15”	Practice Note 15 of the Listing Rules
“Pre-IPO Reorganisation”	the reorganisation of the Group in preparation for the Proposed Spin-off
“Proposed Spin-off”	the proposed spin-off and separate listing of the KETH shares on the SET
“Qualifying Shareholders”	Shareholder(s) whose names appear on the registers of members of the
	Company as at the close of business on the Dividend Record Date
“Retained Group”	the Group excluding KETH
“SEC”	the Securities and Exchange Commission of Thailand
“SET”	The Stock Exchange of Thailand
“SET Regulations”	the regulations governing the listing of securities on the SET
“SGM”	a special general meeting of the Company to be held at Kowloon Room,
	Mezzanine Floor, Kowloon Shangri-La, 64 Mody Road, Tsimshatsui East,
	Kowloon, Hong Kong at 3:45 p.m. on Friday, 31 May 2019 (or as soon
	thereafter as the first special general meeting of the Company to be held at
	the same place andonthe samedate at 3:15 p.m. shall have been concluded
	or adjourned) (or any adjournment thereof) to consider and, if appropriate,
	to approve the resolutions contained in the notice of the meeting which is
	set out on pages 12 to 13 of this circular, or any adjournment thereof
“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
“Shareholder(s)”	the holder(s) of the Share(s)
“Special Dividend”	the proposed special dividend in the range of 10 to 14 HK cents per Share
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“subsidiary” or “subsidiaries”	has the meaning ascribed thereto under the Listing Rules

– 2 –

DEFINITIONS

“Thailand”	the Kingdom of Thailand
“THB”	Thai Baht, the lawful currency of Thailand
“VGI”	VGI Global Media Public Company Limited, a subsidiary of Bangkok Mass
	Transit System Public Company Limited and a shareholder of KETH
“%”	per cent

– 3 –

LETTER FROM THE BOARD

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

Stock Code 636

Executive Directors:

Mr YEO George Yong-boon (Chairman) Mr MA Wing Kai William (Group Managing Director) Mr KUOK Khoon Hua Mr NG Kin Hang

RegisteredOffice: Canon’s Court 22 Victoria Street Hamilton HM12 Bermuda

Non-executive Director:

Mr CHIN Siu Wa Alfred

Independent Non-executive Directors:

Ms KHOO Shulamite N K Mr WAN Kam To Ms WONG Yu Pok Marina Mr YEO Philip Liat Kok Mr ZHANG Yi Kevin

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 May 2019

To the Shareholders

Dear Sir or Madam,

WAIVER OF ASSURED ENTITLEMENT UNDER A PROPOSED SPIN-OFF AND SEPARATE LISTING OF KERRY EXPRESS (THAILAND) LIMITED ON THE STOCK EXCHANGE OF THAILAND, PROPOSED PAYMENT OF SPECIAL DIVIDEND AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 18 March 2019 in relation to the Proposed Spin-off.

The purposeofthis circular isto provideyouwith, amongotherthings: (i) informationonthe ProposedSpin-off andthe waiverofthe assured entitlement requirement under PN15; (ii) informationonthe proposed paymentofthe Special Dividend and (iii) a notice of the SGM.

– 4 –

LETTER FROM THE BOARD

THE PROPOSED SPIN-OFF OF KETH

KETH was incorporated in Thailand in January 2014 and is principally engaged in the business of express delivery business in Thailand.

The Company had submitted a spin-off proposal to the Stock Exchange pursuant to PN15 in relation to the Proposed Spin-off.A listing application will be submitted to the SEC and the SET in respect of the Proposed Spin-off. The Proposed Spin-off is expected to be effected by way of the Global Offering, and is tentatively expected to complete in December 2019.

The Global Offering is intended to involve (i) a public offering of the KETH shares for subscription by the public inThailand; and (ii) an international placing of the KETH shares to institutional and professional investors, which are intended to be effected by way of an issue of new shares by KETH.

Shareholding effects of the Proposed Spin-off

Shareholding structure of KETH prior to the Proposed Spin-off and upon completion of the Proposed Spin-off

As at the Latest Practicable Date, the Company was interested in 63.00% of the share capital of KETH. Upon the completion of the Proposed Spin-off, the Company will be interested in approximately 50.41% of the share capital of KETH.

In preparationforthe ProposedSpin-off,theGroup is inthe processof undergoingthe Pre-IPO Reorganisation. The proposed shareholding structure of the Group (i) after the Pre-IPO Reorganisation but before the completion of the Proposed Spin-off and (ii) after the completion of the Proposed Spin-off is set out below.

Proposed Shareholding Structure after the Pre-IPO Reorganisation but before completion of the Proposed Spinoff

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----- Start of picture text -----

Kerry Logistics Network Limited
(Bermuda)
(Listed in Hong Kong, stock code: 636)
~96.55% (indirect)
VGI Global Media Public Company Limited
KLN Logistics (Thailand) Limited
(Thailand) Other shareholders (A) Other shareholders (B)
(Thailand)
(Listed in Thailand, stock code: VGI)
63% 23% ~10.07% ~3.93%
Kerry Express (Thailand) Limited
(Thailand)
----- End of picture text -----

– 5 –

LETTER FROM THE BOARD

Proposed Shareholding Structure after completion of the Proposed Spin-off[1]

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----- Start of picture text -----

Kerry Logistics Network Limited
(Bermuda)
(Listed in Hong Kong, stock code: 636)
~96.55% (indirect)
KLN Logistics (Thailand) Limited VGI Global Media Public Company Limited Other shareholders Other shareholders New IPO shares
(Thailand)
(Thailand) (Non public float) (Public float) (Public float)
(Listed in Thailand, stock code: VGI)
52.21% 19.06% ~3.73% ~7.88% ~17.12%
Kerry Express (Thailand) Limited
(Thailand)
----- End of picture text -----

Intended use of proceeds

It is expected that the KETH shares to be issued under the Global Offering will account for approximately 17.12% of the issued share capital of KETH as enlarged by the issuance under the Global Offering. It is intended that the net proceeds to KETH from theGlobalOffering will mainly be used for the expansion of the business coverage of KETH in Thailand.

Conditions precedent to the Proposed Spin-off

The Proposed Spin-off will be conditional upon, among other things:

1. the Listing Committee granting approval for the Proposed Spin-off under PN15;

2. the SEC granting approval for the Global Offering;

3. the SET granting approval for the listing of the KETH shares in issue and to be issued pursuant to the Global Offering; and

4. the satisfaction of, or waiver from, the assured entitlement requirement under PN15.

As of the Latest Practicable Date, none of the above conditions (including the Listing Committee’s approval under PN15, which may or may not be granted) has been fulfilled. If any of these and other applicable conditions are not fulfilled or waived, the Proposed Spin-off will not proceed and an announcement will be published by the Company as soon as practicable thereafter.

1 Final shareholding structure subject to approval from relevantThai authorities.

– 6 –

LETTER FROM THE BOARD

Financial information of KETH

Set out below are the total revenue and net profit before and after tax of KETH based on its unaudited consolidated financial statements for the two years ended 31 December 2017 and 31 December 2018:

	For the year ended	For the year ended
	31 December 2017	31 December 2018
	THB	THB
Total Revenue	6,626,407,538	13,565,348,883
Profit before tax	898,190,573	1,467,182,896
Profit after tax	730,260,900	1,185,100,795

Financial effects of the Proposed Spin-off

Immediately upon the completion of the Proposed Spin-off, the Company’s equity interests in KETH will reduce to approximately 50.41% and it is intended that KETH will remain as a subsidiary of the Company immediately after completion of the Proposed Spin-off and the Company will continue to consolidate the results of KETH into the consolidated financial statements of the Group.

Business delineation between the Retained Group and KETH

After the Proposed Spin-off, there will be a clear delineation of business between the Retained Group and KETH:

1. Following the completion of the Proposed Spin-off, KETH will continue to operate express delivery business in Thailand, where KETH offers parcel delivery services and related value-added services to corporate customers such as banks,financial institutions andtradingfirms (B2B), e-commerce platforms and home-shopping channels operating in Thailand (B2C), and individuals (C2C) in Thailand.

2. The Retained Group will continue to operate its existing principal businesses globally, which encompass integrated logistics, international freight forwarding and supply chain solutions, other than express delivery in Thailand, which will be operated by KETH.

3. InThailand, the Retained Group will continue to offer port operations, warehousing and trucking (which form parts of the Retained Group’s integrated logistics services) and freight forwarding services, which are distinct from, and independent of, the express delivery services offered by KETH. KETH does not operate any of the businesses of the Retained Group.

The businesses of KETH operate independently from the businesses of the Retained Group business. Members of the Retained Group do not, and it is expected that they will not, engage in any business activities that compete with those of KETH. KETH has separate functional departments (including accounting, internal audit, administration, human resources and company secretarialdepartments) sufficientfor itsown infrastructure support and are expected to continue to operate separately and independently from the Retained Group.

– 7 –

LETTER FROM THE BOARD

Restrictions on the Company for selling the KETH shares

The Company, as a controlling shareholder of KETH, will be required to observe a moratorium on the transfer or disposal of some or all of its interest in the securities of KETH for at least six months and up to one year after completion of the Proposed Spin-off.

Reasons for and benefits of the Proposed Spin-off

The Board believesthatthe ProposedSpin-offwill bringthefollowing benefitsto boththeCompany and KETH:

• (i) it will enable the Company to fully focus on and deploy its funds towards the development of the businesses of the Retained Group without the need to consider the funding requirements of KETH;

• (ii) the value of KETH is expected to be enhanced through the Proposed Spin-off, which will in turn benefit the Company as the controlling shareholder of the KETH, given that a separate listing on the SET will, among others:

• a. enhance KETH’s profile amongst its customers and other business partners, as well as its ability to retain and recruit good talents;

• b. enable KETH to directly and independently access both equity and debt capital markets in the future should the need arise; and

• c. enhance the borrowing capacity of KETH and provide clarity on the credit profile of KETH for rating agencies and financial institutions that wish to analyze and lend against the credit of the express delivery business.

Assured entitlement

In compliance with PN15, theCompany is required to provide the Shareholders with an assured entitlement to the KETHShares. PN15further providesthatthe MinorityShareholders may by resolution in general meeting resolve to waive such requirement.

Distribution in Specie

The Company has considered the option of distributing certain KETH shares to the Shareholders by way of a distribution in specie. However, having considered the following factors, the Directors believe that it is in the best interests of the Company that all such KETH shares be held by the Company for the benefit of the Shareholders following the Proposed Spin-off:

• (i) The number of the KETH shares to be distributed to the Shareholders may be small and thus not meaningful, giventhattheCompany currentlyowns 63.00%ofthe KETH shares (which will bediluted as a resultofthe ProposedSpin-off) andtherewereover 750Shareholders asofthe Latest Practicable Date;

– 8 –

LETTER FROM THE BOARD

• (ii) Any distribution would have to be made in proportion to the number of Shares held by the Shareholders. As such, given a large numberofShareholders with small shareholding,the assured entitlement would in most cases givetheShareholdersodd lotsofthe KETH shares which may beof no significantvaluedueto the discount usually applied to odd lots as a result of their low marketability;

• (iii) Pursuant to the SET Regulations, 55% of the KETH shares would have to be subject to a moratorium of one year from the date the KETH shares become publicly traded on the SET, 25% of which may be sold or disposed of after six months. As a result, the Company, as a controlling shareholder of KETH, will be required to observe a moratorium on the transfer or disposal of some or all of its interest in the securities of KETH for at least six months and up to one year after completion of the Proposed Spin-off, and therefore may not be able to distribute its KETH shares to the Shareholders for six months and up to one year after completion of the Proposed Spin-off;

• (iv) In the event a majority of the Company’s KETH shares are entered into a moratorium period of one year after completionofthe ProposedSpin-off,distribution in specie afterthe endof such moratorium period may create downward pressure on the Company’s share price and subject Shareholders to uncertainty and share price volatility, which would be prejudicial to the interest of the Shareholders;

• (v) To the knowledge of the Company, most of the Shareholders reside outside ofThailand.As a result, most Shareholders will face practical difficulties in order to receive, hold or dispose of the KETH shares, including:

• a. opening of a bank account in Thailand;

• b. opening of a share trading account with a registered broker in Thailand;

• c. paying brokerage fee per transaction; and

• d. dealing with foreign exchange requirements in Thailand.

• (vi) The Company would have to incur additional costs and administrative work to register all Shareholders as shareholders of KETH in Thailand.

PreferentialOffering

As the KETH shares will not be listed in Hong Kong, the KETH shares can only be made available to the Shareholders by way of a public offering in Hong Kong. Since the number of Shareholders to be offered in any such preferential offering would likely exceed 50 persons, such public offering would require registration of a prospectus under theCompanies (WindingUp and Miscellaneous Provisions)Ordinance (Chapter 32 of the laws of Hong Kong). Given the time and expenses involved in preparing and obtaining regulatory approval for a prospectus, the Directors do not consider that the provision of an assured entitlement by way of a preferential offering is appropriate.

Based on the above reasons, the Directors consider that strict compliance with the assured entitlement requirement under PN15 would not be in the best interests of the Company. The Company therefore proposes to convene the SGM to seek approval from the Minority Shareholders to waive such requirement.

– 9 –

LETTER FROM THE BOARD

PROPOSED SPECIAL DIVIDEND

It is proposed that a special dividend in the range of 10 to 14 HK cents per Share, will be distributed to QualifyingShareholders providedthat (i)the MinorityShareholders approvethe resolutions in relationtothewaiver from the assured entitlement requirement as set out in this circular; and (ii) completion of the Proposed Spin-off takes place. The Special Dividend will be payable to the Qualifying Shareholders on the Dividend Record Date. Subject to the fulfillment of the above conditions, the Special Dividend will be paid to Qualifying Shareholders as soon as practicable and in any event within seven days after completion of the Proposed Spin-off.The completion of the Proposed Spin-off is expected to take place by end of December 2019. The Company will announce further details with regard to the Special Dividend such as the final rate and final payment date of the Special Dividend before completion of the Proposed Spin-off.

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,711,845,112 Shares. On the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the SGM, the Special Dividend, if declared and paid, will amount to an aggregate amount of approximately HK$171,184,511.20 to HK$239,658,315.70.

LISTING RULES IMPLICATIONS

The ProposedSpin-off constitutes a deemed disposal of the interest in a subsidiary of theCompany under Rule 14.29 of the Listing Rules and all of the applicable percentage ratios in respect of the Proposed Spin-off are expected to be below 5%.The ProposedSpin-off is subjecttothe approvalofthe ListingCommittee under PN15 andthe Board is of the view that the Company complies with all the spin-off requirements under PN15, subject to the Minority Shareholders passing an ordinary resolution at the SGM to waive the assured entitlement requirement.

As of the Latest Practicable Date, theCompany had not obtained the ListingCommittee's approval on the ProposedSpin-off.Such approval mayor may not be granted. Inthe eventthattheCompany is unabletoobtain the Listing Committee's approval, the Proposed Spin-off will not take place and the Company will not be required to satisfy, or seek a waiver from, the assured entitlement requirement under PN15 at the SGM. The Company will make further announcement(s) as and when necessary in accordance with the Listing Rules.

As the Proposed Spin-off is subject to, among other things, the approval by the Listing Committee under PN15, the approval of the Global Offering by the SEC, the approval by the SET, the satisfaction of, or waiver from, the assured entitlement requirement under PN15, market conditions and other considerations, Shareholders and potential investors should be awarethatthere is no assurancethatthe ProposedSpin-offwill take place and, if so, when they may take place. Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.

SPECIAL GENERAL MEETING

The SGM will be convened at which the resolutions will be proposed to seek Minority Shareholders’ approval for the waiver of the assured entitlement requirement under PN15 in respect of the Proposed Spin-off. KPL (as controlling shareholder of the Company) and its Associates (including Caninco Investments Limited and Darmex Holdings Limited) will abstain from voting in relation to the resolutions approving the waiver of the assured entitlement requirement. As at the Latest Practicable Date, KPL and its Associates are, in aggregate, deemed to be interested in approximately 66.61% of the total issued share capital of the Company.

A notice convening the SGM to be held at Kowloon Room, Mezzanine Floor, Kowloon Shangri-La, 64 Mody Road, Tsimshatsui East, Kowloon, Hong Kong on Friday, 31 May 2019 at 3:45 p.m. (or as soon thereafter as the first special general meeting of the Company to be held at the same place and on the same date at 3:15 p.m. shall have been concluded or adjourned) (or any adjournment thereof) is set out on pages 12 to 13 of this circular.

– 10 –

LETTER FROM THE BOARD

Aform of proxyfor use at theSGM is enclosed with this circular and suchform of proxy is also published on the website of Hong Kong Exchange and Clearing Limited (www.hkexnews.hk) and the Company (www.kerrylogistics.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of such power or authority to the Company’s Hong Kong branch share registrar andtransferoffice,Tricor InvestorServices Limited, at Level 22, HopewellCentre, 183Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof.

Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjourned meeting if you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked. A Shareholder being a depositor whose name appears in the depository register of the Company is entitled to appoint a proxy to attend and vote in his/her stead. A proxy need not be a member of the Company.

Save asdisclosed inthis circular, as atthe Latest Practicable Date,tothe best knowledgeofthe Directors, none of the Shareholders has a material interest in the Proposed Spin-off.

RECOMMENDATION

The Board is of the view that waiving the assured entitlement requirement is fair and reasonable so far as the Shareholders as a whole are concerned and in the interests of the Company. The Board therefore recommends the Shareholders to vote in favour of the resolutions to be proposed at the SGM to waive the assured entitlement requirement.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save for KPL and its Associates, no Shareholder is required to abstain from voting on the ordinary resolutions to be proposed at the SGM approving the waiver of the assured entitlement requirement.

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.Therefore, the resolutions put to the vote at the SGM will be taken by way of poll. The chairman of the SGM will explain the detailed procedures for conducting a poll at the commencement of the SGM.

After the conclusion of the SGM, the poll results will be published on the respective websites of the Stock Exchange and the Company.

Yours faithfully By Order of the Board Kerry Logistics Network Limited YEO George Yong-boon Chairman

– 11 –

NOTICE OF SGM

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(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 special general meeting (the “ SGM” ) of the shareholders 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 at 3:45 p.m. on Friday, 31 May 2019 (or as soon thereafter as thefirst special general meetingoftheCompanyto be held atthe same place andonthe samedate at 3:15 p.m. shall have been concluded or adjourned) (or any adjournment thereof) for the purpose of considering and if thought fit, passing the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

THAT:

• (a) the assured entitlement requirement in respect of the proposed spin-off and separate listing of the sharesof Kerry Express (Thailand) LimitedonTheStock ExchangeofThailand in accordance with Practice Note 15ofthe RulesGoverningthe ListingofSecuritiesonTheStock Exchangeof Hong Kong Limited (the “ Stock Exchange ”) be and is hereby waived (the “ Waiver ”); and

• (b) anydirectoroftheCompany be and is hereby authorisedtodo all actions andto sign, execute anddeliver all such agreements, deeds and documents for and on behalf of the Company as such director of the Company may in his discretion consider necessary or desirable for the purpose of giving effect to the Waiver.

By Order of the Board Kerry Logistics Network Limited LEE Pui Nee

Company Secretary

Hong Kong, 16 May 2019

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

– 12 –

NOTICE OF SGM

Notes:

• (a) The registers of members of the Company will be closed fromTuesday, 28 May 2019 to Friday, 31 May 2019 (both days inclusive), during which period no transfer of shares in the Company can be registered. In order to qualify for attending the SGM, all properly completed share transfer forms, accompanied by the relevant share certificates, must be lodged with the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Monday, 27 May 2019.

• (b) Any shareholder of the Company entitled to attend and vote at the SGM or at any adjournment thereof is entitled to appoint up to two individuals as his or her proxies to attend and vote on his or her behalf. A proxy need not be a shareholder of the Company.The number of proxies appointed by a clearing house (or its nominee) is not subject to the aforesaid limitation. To be valid, a form of proxy in the prescribed form together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, must be deposited with the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited at Level 22, HopewellCentre, 183Queen’s Road East, Hong Kong not lessthan 48 hours beforethetimefixedfor holding the SGM or any adjourned meeting.

• (c) Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the SGMor any adjournmentthereof if he/she sodesires and, in such event,the instrument appointing a proxy shall bedeemedto have been revoked.

• (d) Inthe caseof joint registered holdersof anyShares, anyoneof such persons mayvote attheSGM (or at any adjournmentthereof), either personally or by proxy, in respect of such Share(s) as if he or she were solely entitled thereto; but if more than one of the joint registered holders are present at the SGM, whether in person or by proxy, that one of the joint registered holders whose name stands first on the registers of members of the Company in respect of the relevant joint holding shall, to the exclusion of other joint holders, be entitled to vote in respect thereof.

• (e) IfTyphoon Signal No. 8 or above is expected to be hoisted or a Black Rainstorm Warning Signal is expected to be in force any time after 6:00 a.m. on the date of the SGM, then the SGM will be postponed and the shareholders of the Company will be informed of the date, time and venue of the rescheduled meeting by a supplementary notice posted on the websites of the Company and the Stock Exchange.

• (f) The SGM will be held as scheduled when anAmber or Red RainstormWarning Signal is in force. Shareholders should decide on their own whethertheywould attendtheSGM under badweather condition bearing in mindtheirown situations and iftheydo so,they are advised to exercise care and caution.

– 13 –