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Mandarin Oriental International Ltd. Proxy Solicitation & Information Statement 2025

Apr 7, 2025

10822_agm-r_2025-04-07_38529247-1e45-4c77-b2aa-472542b606ec.pdf

Proxy Solicitation & Information Statement

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Mandarin Oriental International Limited

Form of Proxy

Annual General Meeting – 2 May 2025

I/We¹
of
hereby appoint the Chairman of the Meeting or²,³,⁴,⁵ as my/our proxy to attend and vote on my/our behalf the number of shares indicated below⁷ at the Annual General Meeting of the Company to be held on 2 May 2025 and at any adjournment thereof.

I/We direct that my/our proxy vote as indicated below⁸:

  1. To receive the Financial Statements for 2024.
  2. To declare a final dividend for 2024.
  3. To re-elect Adam Keswick as a Director.
  4. To re-elect Richard Solomons as a Director.
  5. To elect Cristina Diezhandino as a Director.
  6. To elect Fabrice Megarbane as a Director.
  7. To elect Scott Woroch as a Director.
  8. To re-appoint the Auditor and to authorise the Directors to fix their remuneration.
  9. To fix the Directors' fees.
  10. To renew the general mandate to the Directors to issue new shares.
  11. To adopt the New Bye-Laws.
For Against Vote Withheld
1
2
3
4
5
6
7
8
9
10
11

NOTES:

  1. Please insert your full name and address in block capitals in the space provided. Only one of the joint holders should be mentioned (but see note 6 below).
  2. You can appoint the Chairman of the Meeting or anyone else to be your proxy at the Meeting. The proxy need not be a shareholder of the Company but shall be a natural person.
  3. To appoint the Chairman of the Meeting as your sole proxy in respect of all of your shares, do not insert a name in the space provided.
  4. To appoint any proxy other than the Chairman of the Meeting in respect of all of your shares, cross out only the words 'the Chairman of the Meeting' and insert the name and address of the proxy desired in block capitals in the space provided and initial the alteration.
  5. All proxies may vote on a poll and all proxies, other than Directors or officers of the Company or any of its subsidiaries, may vote on a show of hands.
  6. If more than one joint holder are present at the Meeting personally or by proxy, the holder present whose name stands first in the register of members in respect of the relevant shares will alone be entitled to vote in respect of them.
  7. Please insert the number of shares to which this proxy relates in the box provided. If a number is inserted, this Form will be deemed to relate only to those shares. If no number is inserted, this Form will be deemed to relate to all the shares in the Company which are registered in your name (whether alone or jointly with others).
  8. Please indicate with a tick in the relevant box which way you wish your vote to be cast. The 'Vote Withheld' option is to enable you to abstain from voting on any particular resolution. Such a vote is not a vote in law and will not be counted in the votes 'For' and 'Against' a resolution. If no voting instruction is given, the proxy will vote or abstain from voting at his/her/its discretion.
  9. Corporations must execute under common seal or by an attorney or duly authorised officer.
  10. To be valid, this Form, together with any power of attorney under which it is signed, must be deposited at any one of the Company's registrars/transfer agent: Jardine Matheson International Services Limited, P.O. Box HM 1068, Hamilton HM EX, Bermuda; MUFG Corporate Markets, PXS1, Central Square, 29 Wellington Street, Leeds LS1 4DL, United Kingdom; Boardroom Corporate & Advisory Services Pte. Ltd., 1 Harbourfront Avenue, Keppel Bay Tower #14-07, Singapore 098632; not later than 8.10 a.m. (local time) on 30 April 2025.
  11. Completion and return of this Form will not preclude you from attending and voting at the Meeting should you so wish.
  12. Any alterations to this Form should be initialled.

Signed⁹
Date .2025

Number of shares to which this proxy relates?