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KLN Logistics Group Limited — Proxy Solicitation & Information Statement 2022
Nov 17, 2022
49356_rns_2022-11-17_ee277b07-609a-4328-9028-1f0fb7b44ae2.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 HELD ON THURSDAY, 8 DECEMBER 2022 AT 2:30 P.M. (OR ANY ADJOURNMENT THEREOF) (THE “SGM”)
I/We [(Note 1)] of [(Note 1)]
being the registered holder(s) of [(Note][2)] capital of Kerry Logistics Network Limited (the “Company”) HEREBY APPOINT [(Notes][3][&][4)] of [(Notes 3 & 4)] of email address [(Notes 3 & 4)]
ordinary shares of HK$0.50 each (the “Shares”) in the
orfailing him/her,the chairmanoftheSGM as my/our proxyto attendfor me/us andon my/our behalf attheSGMto be heldviathe e-MeetingSystemonThursday, 8 December 2022 at 2:30 p.m., and at any adjournment thereof for the purpose of considering and, if thought fit, passing with or without modification, the resolutions as setout inthe noticeoftheSGMdated 18 November 2022 (the “Notice”) andtovoteon my/our behalf as hereunder indicatedor, if no such indication is given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote on any matters properly put to the SGM 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 18 November 2022.
Ordinary Resolutions For [(Note 5)] Against [(Note 5)] 1. THAT the SF Logistics Services FrameworkAgreement (as amended by the SF SupplementalAgreement) and the transactions contemplated under such agreement be and are hereby confirmed, approved and ratified; the Proposed SF Annual Caps be and are hereby approved; and 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 the KLN Logistics Services Framework Agreement (as amended by the KLN Supplemental Agreement) and the transactions contemplated under such agreement be and are hereby confirmed, approved and ratified; the Proposed KLN Annual Caps be and are hereby approved; and 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. Dated this day of 2022 Signature(s) [(Notes 6 & 7)]
Notes:
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Please insert full name(s) and address(es) in BLOCK CAPITALS.
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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).
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If any proxy other than the chairman of the SGM is preferred, please insert the full name, address and email address (for receiving the designated log-in username and password to attend andvoteonyour behalfviathe e-MeetingSystem)ofthe proxydesired inthe space provided. Every member entitledto attend andvote attheSGM is entitledto appoint up to two individuals as his proxies. A proxy need not be a member of the Company.
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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 OFYOURAPPOINTED PROXY(IES)TURNS UP INTHE SGM,THE CHAIRMAN OFTHE SGMWILLACTASYOUR PROXY UNLESS IT IS OTHERWISE INDICATED BY THE SHAREHOLDER HEREIN NOT TO BE SO.
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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”. Failure to complete the boxes will entitle your proxy(ies) to cast his/their vote(s) at his/their discretion. A tick in the relevant box indicates that the votes 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.
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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.
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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, onlyONE PAIR of log-in username and passwordfor the e-MeetingSystem 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.
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To bevalid,thisform,togetherwiththe powerof attorneyorother authority (if any) underwhich it is signed, must bedeposited attheCompany’s Hong Kong branch share registrar andtransferoffice,Tricor InvestorServices Limited, at 17/F, Far East FinanceCentre, 16 Harcourt Road, Hong Kong, not lessthan 48 hours beforethetime appointedforthe holding of the SGM, i.e. by no later than 2:30 p.m. on Tuesday, 6 December 2022.
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Any alteration made to this form of proxy must be initialed by the person who signs it.