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KLN Logistics Group Limited Proxy Solicitation & Information Statement 2019

May 3, 2019

49356_rns_2019-05-03_e47d30e0-9656-4599-8f24-c0e9393923e2.pdf

Proxy Solicitation & Information Statement

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

Stock Code 636

FORM OF PROXY FOR THE SPECIAL GENERAL MEETING TO BE HELDON FRIDAY, 31 MAY 2019AT 3:15 P.M. (ORASSOONTHEREAFTERASTHEANNUALGENERAL MEETING OF THE COMPANY TO BE HELD AT THE SAME PLACE AND ON THE SAME DATE AT 2:30 P.M. SHALL HAVE BEEN CONCLUDED OR ADJOURNED) (THE “SGM”)

I/We [(Note1)]

of [(Note1)]

being the registered holder(s) of [(Note][2)]

ordinary shares of HK$0.50 each (the “Shares”) in the capital of

Kerry Logistics Network Limited (the “Company”) HEREBY APPOINT [(Notes 3 & 4)] of [(Notes 3 & 4)]

or failing him/her, the chairman of the SGM as my/our proxy to attend for me/us and on my/our behalf at 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 3:15 p.m. (or as soon thereafter as the annual general meeting of the Company to be held at the same place and on the same date at 2:30 p.m. shall have been concluded or adjourned), for the purpose of considering and, if thought fit, passing with or without modification, the resolutions as set out in the notice of SGM and at the SGM or at any adjournment thereof (as the case may be), to vote on my/our behalf in respect of the said resolutions as hereunder indicated or, if no such indication is given, as my/our proxythinksfit. My/our proxywill also be entitledtovoteon any matters properly puttotheSGM in such manner as he/she thinks fit. Unless the context requires otherwise, terms used herein shall have the same meanings as those defined in the circular of the Company dated 6 May 2019.

Ordinary Resolutions
For(Note 5)
Against(Note 5)
1.
To approve, confirm and authorisethe entering intoofSPA I and anyother ancillarydocuments andthe
transactions contemplated thereunder; and to authorise each of the Directors and the company
secretary of the Company to take any and all actions as he or she deems appropriate on behalf of the
Company to consummate the transactions contemplated under SPA I.
2.
To approve, confirm and authorisethe entering intoofSPA II and anyother ancillarydocuments andthe
transactions contemplated thereunder; and to authorise each of the Directors and the company
secretary of the Company to take any and all actions as he or she deems appropriate on behalf of the
Company to consummate the transactions contemplated under SPA II.

Dated this day of 2019 Signature(s) [(Notes 6 & 7)]

Notes:

  1. Please insert full name(s) and address(es) in BLOCK CAPITALS. 2. Please insert the number of Shares registered in your name(s) to which this form of proxy relates. 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 SGM is entitled to appoint up to two individuals as his proxies. A proxy need not be a member of the Company.

  2. 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. IF NO NAME IS INSERTED OR IF NONE OF YOUR APPOINTED PROXY(IES) TURNS UP IN THE SGM, THE CHAIRMAN OF THE SGM WILL ACT AS YOUR PROXY UNLESS IT IS OTHERWISE INDICATED BY THE SHAREHOLDER HEREIN NOT TO BE SO.

  3. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION(S), PLEASE TICK IN THE BOX(ES) MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION(S), TICK IN THE BOX(ES) MARKED “AGAINST”. Failureto completethe boxeswill entitleyour proxy(ies)to cast his/theirvote(s) at his/theirdiscretion.Atick inthe relevant box indicatesthatthevotes 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.

  4. 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. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated. Where there are joint holders of any Shares, any one of such joint holders may vote at the meeting, either in person or by proxy, in respect of such Shares as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the meeting, that one of the said persons so present whose name stands first on the registers of members of the Company in respect of such Shares will alone be entitled to vote in respect thereof.

  5. 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 Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for the holding of the SGM, i.e. by no later than 3:15 p.m. on 29 May 2019.

  6. Any alteration made to this form of proxy must be initialed by the person who signs it.