KLN Logistics Group Limited — Proxy Solicitation & Information Statement 2022

Nov 17, 2022

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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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 OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the special general meeting (the “ SGM ”) of Kerry Logistics Network Limited (the “ Company ”) will be held via the e-Meeting System on Thursday, 8 December 2022 at 2:30 p.m. for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolutions with or without amendments. Unless otherwise defined, capitalised terms used in this notice shall have the same meanings as defined in the circular of the Company dated 18 November 2022 of which this notice forms part.

ORDINARY RESOLUTIONS

1. “ THAT :

   • (a) the SF Logistics Services Framework Agreement (as amended by the SF Supplemental Agreement, a copy of each of which respectively marked “A” and “B” and initialled by the chairman of the SGM for the purpose of identification is produced to the SGM) and the transactions contemplated under such agreement be and are hereby confirmed, approved and ratified;

   • (b) the Proposed SF Annual Caps be and are hereby approved; and

   • (c) any one Director (or one Director and the Company’s company secretary or any two Directors, in the case of execution of documents under seal) be and is/are hereby authorised for and on behalf of the Company to execute all such documents, instruments and agreements and to do all such acts or things which he/she/they consider necessary, desirable or expedient for the purpose of, or in connection with the implementation of and giving effect to, the SF Logistics Services Framework Agreement (as amended by the SF Supplemental Agreement) and the transactions contemplated under such agreement.”

2. “ THAT :

   • (a) the KLN Logistics Services Framework Agreement (as amended by the KLN Supplemental Agreement, a copy of each of which respectively marked “C” and “D” and initialled by the chairman of the SGM for the purpose of identification is produced to the SGM) and the transactions contemplated under such agreement be and are hereby confirmed, approved and ratified;

   • (b) the Proposed KLN Annual Caps be and are hereby approved; and

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• (c) any one Director (or one Director and the Company’s company secretary or any two Directors, in the case of execution of documents under seal) be and is/are hereby authorised for and on behalf of the Company to execute all such documents, instruments and agreements and to do all such acts or things which he/she/they consider necessary, desirable or expedient for the purpose of, or in connection with the implementation of and giving effect to, the KLN Logistics Services Framework Agreement (as amended by the KLN Supplemental Agreement) and the transactions contemplated under such agreement.”

By Order of the Board LEE Pui Nee Company Secretary

Hong Kong, 18 November 2022

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

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Notes:

1. Registered Shareholders are requested to provide a valid email address of himself/herself or his/her proxy (except for the appointment of the chairman of the SGM) for the proxy to receive the log-in username and password to participate online in the e-Meeting System.

2. All registered Shareholders will be able to join the SGM via the e-Meeting System. The e-Meeting System can be accessed from any location with access to the internet via smartphone, tablet device or computer. All non-registered Shareholders may consult directly with their banks, brokers, custodians or Hong Kong Securities Clearing Company Limited (as the case may be) for necessary arrangement to attend and vote via the e-Meeting System at the SGM if they wish.

3. Every member entitled to attend and vote via the e-Meeting System at the SGM (or at any adjournment thereof) is entitled to appoint up to two 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.

4. Where there are joint holders of any share, only ONE PAIR of log-in username and password for the e-Meeting System will be provided to the joint holders. Any one of such joint holders may attend or vote in respect of such share(s) as if he/she was solely entitled thereto.

5. 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 Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not less than 48 hours before the time appointed for the holding of the SGM, i.e. by no later than 2:30 p.m. on Tuesday, 6 December 2022. Completion and return of the form of proxy will not preclude a member from attending the SGM and voting via the e-Meeting System if he so wishes.

6. The registers of members of the Company (the “ Registers of Members ”) will be closed from Monday, 5 December 2022 to Thursday, 8 December 2022, during which period no transfer of shares will be effected. In order to be entitled to attend and vote via the e-Meeting System at the SGM, 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 December 2022.

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

8. If Typhoon 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 will be informed of the date, time and venue of the rescheduled meeting by a supplementary notice posted on the Company’s website at www.kln.com and The Stock Exchange of Hong Kong Limited’s website at www.hkexnews.hk.

9. The SGM will be held as scheduled when an Amber or Red Rainstorm Warning Signal is in force.

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

Chairman, Non-executive Director: Mr WANG Wei

Vice Chairman, Non-executive Director: Mr KUOK Khoon Hua

Executive Directors:

Mr MA Wing Kai William and Mr CHEUNG Ping Chuen Vicky

Non-executive Directors:

Mr CHAN Fei, Mr HO Chit and Ms CHEN Keren

Independent Non-executive Directors:

Dr CHEUNG Wai Man, Mr LAI Sau Cheong Simon, Mr TAN Chuen Yan Paul and Ms WONG Yu Pok Marina

This announcement is published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.kln.com).

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