KLN Logistics Group Limited — Proxy Solicitation & Information Statement 2025

Mar 4, 2025

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.

Kerry Logistics Network Limited
嘉里物流聯網有限公司

(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 eVoting Portal on Friday, 28 March 2025 at 11:45 a.m. for the purpose of considering and, if thought fit, passing the following resolutions as special resolutions with or without amendments. Unless otherwise defined, capitalised terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 5 March 2025 of which this notice forms part (the "Circular").

SPECIAL RESOLUTIONS

1. "THAT

(a) subject to and conditional upon the approval of the Registrar of Companies in Bermuda being obtained, the English name of the Company be changed from "Kerry Logistics Network Limited" to "KLN Logistics Group Limited" and ceased the use of the Chinese name of the Company "嘉里物流聯網有限公司" with effect from the date of registration as set out in the certificate of incorporation on change of name issued by the Registrar of Companies in Bermuda; and

(b) any one of the Directors or the Company Secretary of the Company be and is/are hereby authorised for and on behalf of the Company to sign, execute, deliver and submit all such documents, make and file any necessary registrations and/or filings for and on behalf of the Company, make all arrangement and take all such acts or steps which he/she/they consider necessary, desirable or required for the purpose of, or in order to effect the Proposed Change of Company Name pursuant to the requirements of the Companies Act 1981 in Bermuda, as amended.

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1. "THAT

(a) the proposed alteration to the Memorandum as set out in Appendix I to the Circular, be and are hereby approved, and the New Memorandum be and are hereby adopted in substitution for, and to the exclusion of, the Memorandum; and

(b) any one of the Directors or the Company Secretary of the Company be and is/are hereby authorised for and on behalf of the Company to sign, execute, deliver and submit all such documents, make and file any necessary registrations and/or filings for and on behalf of the Company, make all arrangement and take all such acts or steps which he/she/they consider necessary, desirable or required for the purpose of, or in order to effect the proposed alteration to the Memorandum and adoption of the New Memorandum, pursuant to the requirements of the Companies Act 1981 of Bermuda, as amended.

1. "THAT

(a) the proposed amendments to the Bye-laws as set out in Appendix I to the Circular, be and are hereby approved, and the Amended and Restated Bye-laws be and are hereby adopted in substitution for, and to the exclusion of, the Bye-laws; and

(b) any one of the Directors or the Company Secretary of the Company be and is/are hereby authorised for and on behalf of the Company to sign, execute, deliver and submit all such documents, make and file any necessary registrations and/or filings for and on behalf of the Company, make all arrangement and take all such acts or steps which he/she/they consider necessary, desirable or required for the purpose of, or in order to effect the proposed amendments to the Bye-laws and adoption of the Amended and Restated Bye-laws, pursuant to the requirements of the Companies Act 1981 of Bermuda, as amended.

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

Hong Kong, 5 March 2025

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 eVoting Portal where applicable.

2. All registered Shareholders will be able to join the SGM via the eVoting Portal. The eVoting Portal can be accessed from any location with access to the internet via any 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 eVoting Portal at the SGM if they wish.

3. Every member entitled to attend and vote via the eVoting Portal 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 eVoting Portal 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, or submitted via the designated URL (https://evoting.vistra.com/#/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 11:45 a.m. on Wednesday, 26 March 2025. Completion and return of the form of proxy will not preclude a member from attending the SGM and voting via the eVoting Portal if he/she so wishes.

6. The registers of members of the Company will be closed from Thursday, 27 March 2025 to Friday, 28 March 2025, during which period no transfer of shares will be effected. In order to be entitled to attend and vote via the eVoting Portal 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 Wednesday, 26 March 2025.

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 or Extreme Conditions are announced any time after 9:00 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 websites of the Company at www.kln.com and the Stock Exchange 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 CHEUNG Ping Chuen Vicky, Mr CHENG Chi Wai and Mr HO Chit

Non-executive Directors:
Ms CHEN Keren and Ms OOI Bee Ti

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 of Hong Kong Limited (www.hkexnews.hk) and the Company (www.kln.com).