Kowloon Development Company Limited — Proxy Solicitation & Information Statement 2013

Apr 26, 2013

==> picture [44 x 37] intentionally omitted <==

九龍建業有限公司 KOWLOON DEVELOPMENT COMPANY LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 34)

PROXY FORM FOR USE AT THE ANNUAL GENERAL MEETING

I/We [(Note][1)]

of being the registered holder(s) of (Note 2) shares of HK$0.10 each in the share capital of KOWLOON DEVELOPMENT COMPANY LIMITED (“the Company”), HEREBY APPOINT (Note 3)

of or failing him, the Chairman of the meeting as my/our proxy to act for me/us at the Annual General Meeting of the Company to be held at 9th Floor, Pioneer Centre, 750 Nathan Road, Kowloon, Hong Kong on Wednesday, 26 June 2013 at 11:00 a.m. (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below, or if no such indication is given, as my/our proxy thinks fit.

	Resolutions		For (Note 4)	For (Note 4)	Against (Note 4)	Against (Note 4)
1	To receive and consider the audited accounts together with the reports of the directors		and auditors
	thereon for the year ended 31 December 2012.
2	To declare a final dividend for the year ended 31 December 2012.
3	(i) To re-elect Mr Or Wai Sheun as director.
	(ii) To re-elect Mr Yeung Kwok Kwong as director.
	(iii) To re-elect Mr Lok Kung Chin, Hardy as director.
	(iv) To re-elect Mr Seto Gin Chung, John as director.
	(v) To authorise the board of directors of the Company to	fix the directors’ remuneration.
4	To re-appoint KPMG as auditors and authorise the board of directors of the Company to fix the
	auditors’ remuneration.
5	Ordinary Resolution – To grant a general mandate to the directors to allot, issue and deal with
	additional shares not exceeding 20% of the aggregate nominal amount of the issued share capital
	of the Company.#
6	Ordinary Resolution – To grant a general mandate to the directors to repurchase shares not
	exceeding 10% of the aggregate nominal amount of the issued share capital of the Company.#
7	Ordinary Resolution – To extend the general mandate to the	directors to issue new shares by
	adding the number of the shares repurchased.#

Dated this day of 2013.

Signature [(Note][5)] :

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).

3. Please insert the full name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK IN THE BOX MARKED “AGAINST”. Failure to complete either box will entitle your proxy to cast his vote at his discretion.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney duly authorised.

6. In the case of joint holders, any one of such holders may attend and vote at the meeting either personally or by proxy, but if more than one of such joint holders are present at the meeting personally or by proxy, one of the said persons so present whose name stands first on the register of members in respect of the joint holding shall alone be entitled to vote in respect thereof.

7. To be valid, this form of proxy, together with any power of attorney or other authority under which it is signed or a notarially certified copy thereof, must be deposited at the office of the Company’s Share Registrars, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or adjourned meeting thereof.

8. Any member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him. A proxy needs not be a member of the Company.

9. Completion and return of this form of proxy will not preclude you from attending and voting in person at the meeting or adjourned meeting thereof if you so wish and, in such event, the form of proxy shall be deemed to be revoked.

10. ANY ALTERATION MADE IN THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

11. The full text of the Resolution is set out in the Notice of the Annual General Meeting.