Melbourne Enterprises Limited — Proxy Solicitation & Information Statement 2009

Jan 29, 2009

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MELBOURNE ENTERPRISES LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 158)

Proxy Form for use at the Annual General Meeting

(or at any adjournment thereof)

I/We (note 1)

of

being the registered holder(s) of (note 2)

shares of HK$5.00 each in the capital of Melbourne Enterprises

Limited (the "Company"), HEREBY APPOINT the Chairman of the meeting or (note 3)

of

as my/our proxy to attend and act for me/us at the Annual General Meeting (or at any adjournment thereof) of the Company to be held at Tsui Hang Village Restaurant, 2/F., New World Tower, 18 Queen's Road Central, Hong Kong on Friday, 6 March 2009 at 3:00 p.m. for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the said meeting and at such meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the said resolutions as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit.

		FOR (note 4)	AGAINST (note 4)
1.	To consider and adopt the audited fnancial statements and the Reports of Directors and Auditors for the year ended 30 September 2008.
2.	To declare a fnal dividend.
3.	(i) To re-elect Dato' Dr. Cheng Yu Tung as Director.
	(ii) To re-elect Mr. Chung Ming Fai as Director.
	(iii) To re-elect Dr. Fong Yun Wah as Director.
	(iv) To authorise the Board of Directors to fx the remuneration of Directors.
4.	To re-appoint Joint Auditors and authorise the Board of Directors to fx their remuneration.
5.	Ordinary Resolution in Item No. 5 of the Notice of Annual General Meeting. (To approve a general mandate to the Directors to issue shares not exceeding 20% of the existing issued share capital)

Dated: ___ , 2009 Signature(s) (note 5) ____

Notes:

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

2. Please insert the number of shares of HK$5.00 each 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. If any proxy other than the Chairman of the meeting is preferred, strike out the words "the Chairman of the meeting or" and insert the name and address of proxy desired in the space provided. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT .

4. IMPORTANT : IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK IN THE APPROPRIATE BOX MARKED "FOR" NEXT TO THE RESOLUTION. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK IN THE APPROPRIATE BOX MARKED "AGAINST" NEXT TO THE RESOLUTION. Failure to complete the boxes will entitle your proxy to cast his vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

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

6. In order to be valid, this proxy form, 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 registered office of the Company, Rooms 2102-4, Melbourne Plaza, 33 Queen's Road Central, Hong Kong not less than 48 hours before the time appointed for holding the meeting (or the adjourned meeting as the case may be).

7. Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of the joint holders be present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of the relevant share will alone be entitled to vote in respect thereof.

8. The proxy need not be a member of the Company but must attend the meeting in person to represent you.

9. Completion and deposit of the proxy form will not preclude you from attending and voting at the meeting if you so wish.