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KLN Logistics Group Limited — Proxy Solicitation & Information Statement 2024
Aug 26, 2024
49356_rns_2024-08-26_78f5fe7e-b733-42fe-b325-82a70aca5f17.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, 12 SEPTEMBER 2024 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) Kerry Logistics Network Limited (the “ Company ”) HEREBY APPOINT[(Notes][3][&][4)] of[(Notes 3 & 4)]
ordinary shares of HK$0.50 each (the “ Shares ”) in the capital of
of email address[(Notes 3 & 4)]
orfailing him/her,the chairmanoftheSGM as my/our proxyto attendfor me/us andon my/our behalf attheSGMto beheldviathe e-MeetingSystemonThursday, 12 September 2024 at 2:30p.m., and at any adjournment thereof for the purpose of considering and, if thought fit, passing with or without modification, the resolution as setout inthe noticeoftheSGMdated 27August 2024 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 27 August 2024.
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Ordinary Resolutions For [(Note 5)] Against [(Note 5)]
1. THAT (a) the 2024 KLN Logistics Services Framework Agreement 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 (c) any one Director (or one Director and theCompany’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 2024 KLN Logistics Services Framework
Agreement and the transactions contemplated under such agreement.
2. THAT (a) the 2024 SF Logistics Services Framework Agreement and the transactions contemplated under
such agreement be and are hereby confirmed, approved and ratified; (b) the ProposedSFAnnualCaps be and
are hereby approved; and (c) any one Director (or one Director and theCompany’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 2024 SF Logistics Services Framework Agreement and
the transactions contemplated under such agreement.
3. THAT (a) the 2024 KHL Framework Services Agreement and the transactions contemplated under such
agreement be and are hereby confirmed, approved and ratified; (b)the Proposed KHLAnnualCaps be and are
hereby approved; and (c) anyone Director (orone Director andtheCompany’s company secretaryor anytwo
Directors,inthecaseofexecutionofdocumentsunderseal)beandis/areherebyauthorisedforandonbehalf
oftheCompanyto execute all suchdocuments, instruments and agreements andtodo all such actsorthings
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 2024 KHL Framework Services Agreement and the transactions
contemplated under such agreement.
Dated this day of 2024 Signature(s) [(Notes] [6] [&] [7)]
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Notes:
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Please insert full name(s) and address(es) in BLOCK CAPITALS.
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Please insertthe numberofShares registered inyour name(s)towhichthisformof proxy relates. If no number is inserted,thisformwill bedeemedto relateto alltheShares 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 user name and password to attend and vote on your behalf via the e-Meeting System) of the proxy desired in the space provided. 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.
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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 NONEOFYOURAPPOINTED PROXY(IES)TURNSUP INTHESGM,THECHAIRMANOFTHESGMWILLACTASYOUR PROXYUNLESS IT ISOTHERWISE INDICATED BYTHE SHAREHOLDER HEREIN NOT TO BE SO.
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IMPORTANT: IFYOUWISHTOVOTE FORTHE RESOLUTION(S), PLEASETICK INTHE BOX(ES) MARKED “FOR”. IFYOUWISHTOVOTE AGAINSTTHE 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, only ONE PAIRof log-in username and passwordforthe e-MeetingSystemwill be providedtothe joint holders.Anyoneof such joint holders may attendorvote in respectof such share(s) as if he/she was solely entitled thereto.
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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 Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, or submitted via the designated URL (https://spot-emeeting.tricor.hk/#/636) by using the log-in username and password provided on the notification letter sent by the Company, not less than 48 hours before the time appointed for the holding of the SGM, i.e. by no later than 2:30p.m. on Tuesday, 10 September 2024.
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Any alteration made to this form of proxy must be initialed by the person who signs it.