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Melco International Development Limited — Proxy Solicitation & Information Statement 2009
Apr 29, 2009
49028_rns_2009-04-29_afef39b6-9bf7-4e3d-a077-1adcb9d73e6f.pdf
Proxy Solicitation & Information Statement
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Crocodile Garments Limited
(Incorporated in Hong Kong with limited liability)
(Stock Code: 122)
FORM OF PROXY
FOR THE ADJOURNED COURT MEETING SCHEDULED TO BE HELD ON 26 MAY 2009 (OR AT ANY FURTHER ADJOURNED COURT MEETING)
Form of Proxy for use at the adjourned meeting scheduled to be held on Tuesday, 26 May 2009 pursuant to the Orders of the High Court of the Hong Kong Special Administrative Region dated 24 March 2009 and 21 April 2009 (the “Adjourned Court Meeting”) or at any further Adjourned Court Meeting of holders of the ordinary shares of HK$0.25 each in the capital of the above-named Company other than those of such shares beneficially owned by Rich Promise Limited and Mr. Lam Kin Ming (the “Independent Shareholders”).
IF YOU HAVE DULY COMPLETED AND SUBMITTED ANY FORM(S) OF PROXY FOR THE COURT MEETING AND YOU WISH THE SUBMITTED FORM(S) OF PROXY TO REMAIN IN PLACE FOR THE ADJOURNED COURT MEETING, YOU DO NOT NEED TO TAKE ANY FURTHER ACTION. PLEASE REFER TO APPENDIX III OF THE SUPPLEMENTAL SCHEME DOCUMENT.
IN THE HIGH COURT OF THE HONG KONG SPECIAL ADMINISTRATIVE REGION, COURT OF FIRST INSTANCE, MISCELLANEOUS PROCEEDINGS NO. 479 OF 2009 In the Matter of CROCODILE GARMENTS LIMITED (鱷魚恤有限公司) and in the Matter of Section 166(1) of the COMPANIES ORDINANCE, Chapter 32 of the Laws of Hong Kong and in the Matter of Order 102, rule 2 of THE RULES OF THE HIGH COURT, Chapter 4A of the Laws of Hong Kong
I/We [(Note][1)]
of
being the registered holder(s) of [(Note][2)] ordinary shares of HK$0.25 each in the capital of Crocodile Garments 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 and on my/our behalf at the Adjourned Court Meeting of the Independent Shareholders scheduled pursuant to the Orders of the High Court of the Hong Kong Special Administrative Region dated 24 March 2009 and 21 April 2009 to be held on Tuesday, 26 May 2009 at 10:00 a.m. in Fanling Room, Lower Level I, Kowloon Shangri-La Hotel, 64 Mody Road, Kowloon, Hong Kong for the purpose of considering and, if thought fit, approving the Scheme of Arrangement as set out in a Scheme Document dated 27 March 2009 and modified in the manner as set out in a Supplemental Scheme Document dated 30 April 2009 (the “Modified Scheme”) (with or without further modification); and, at such Adjourned Court Meeting (or at any further adjournment thereof) to vote for me/us and in my/our name(s) for the Modified Scheme (either with or without further modification, as my/our proxy may approve) or against the Modified Scheme as hereunder indicated, and if no such indication is given, as my/our proxy thinks fit.
This form of proxy revokes any form(s) of proxy previously submitted by me/us for use at the Court Meeting previously scheduled to be held on 23 April 2009 in respect of the number of shares to which this form of proxy relates.
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FOR THE MODIFIED SCHEME [(Note][4)] AGAINST THE MODIFIED SCHEME [(Note][4)]
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Dated this day of
2009
Signature(s) [(Note][5)]
Notes:
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Full name(s) and address(es) are to be inserted in BLOCK CAPITALS .
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Please insert the number of ordinary shares of HK$0.25 each in the capital of the Company registered in your name(s) and to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).
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If any proxy other than the Chairman of the Adjourned Court Meeting is preferred, strike out the words “the Chairman of the Meeting or” and insert the name and address of the proxy desired in the space provided. The proxy need not be a member of the Company, but must attend the Adjourned Court Meeting in person to represent you. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT .
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IMPORTANT:
(a) IF YOU WISH TO VOTE FOR THE MODIFIED SCHEME, TICK IN THE BOX MARKED “FOR THE MODIFIED SCHEME”.
(b) IF YOU WISH TO VOTE AGAINST THE MODIFIED SCHEME, TICK IN THE BOX MARKED “AGAINST THE MODIFIED SCHEME”.
- (c) Failure to tick either box will entitle your proxy to cast your vote or abstain at his discretion.
(d) Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Adjourned Court Meeting other than that referred to in the Notice convening the Adjourned Court Meeting or abstain.
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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 or other person duly authorised to sign the same.
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(a) The pink form of proxy together with the instrument appointing the proxy and the power of attorney or other authority under which it is signed or a notarially certified copy of that power or authority shall be deposited with the Registrar of the Company, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time for holding of the Adjourned Court Meeting or further Adjourned Court Meeting at which the person named in such instrument proposes to vote, but if the proxies are not so lodged they may be handed to the Chairman of the Meeting at the Adjourned Court Meeting.
(b) Completion and delivery of the form of proxy will not preclude you from attending and voting at the Adjourned Court Meeting if you so wish, but in the event that you attend and vote at the Adjourned Court Meeting, the form of proxy will be deemed to have been revoked.
(c) If you complete and deliver the form of proxy, but do not attend and vote in person at the Adjourned Court Meeting, a vote given in accordance with the terms of an instrument of proxy or power of attorney shall be valid notwithstanding the revocation of the proxy or the power of attorney or other authority under which the proxy was executed provided no intimation in writing of such revocation shall have been received by the company secretary of the Company or the Chairman of the Adjourned Court Meeting on the day and at the place, but before the commencement of the Adjourned Court Meeting or further Adjourned Court Meeting at which the proxy is used.
- In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s), and for this purpose seniority will be determined by the order in which the names stand on the Register of Members of the Company in respect of the relevant joint holding.