Parkson Retail Group Limited — Proxy Solicitation & Information Statement 2022

Oct 13, 2022

PARKSON RETAIL GROUP LIMITED 百盛商業集團有限公司

(a company incorporated in the Cayman Islands with limited liability)

(Stock Code: 3368)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON FRIDAY, 28 OCTOBER 2022

Number of shares to which this form of proxy relates[(Note 1)]

I/We[(Note 2)]

Of

being the registered holder(s) of shares in the issued share capital of Parkson Retail Group Limited (the “ Company ”), hereby appoint the chairman of the meeting[(Note 3)] or

e-mail address[(Note 4) ]

of

as my/our proxy to attend, act and vote for me/us and on my/our behalf as directed below at the extraordinary general meeting (the “ EGM ”) of the Company to be held at 35/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Friday, 28 October 2022 at 10:00 a.m. (and at any adjournment or postponement thereof).

Please tick (“✓”) the appropriate box to indicate how you wish your vote(s) to be cast[(Note 5)] .

Pleas	e tick (“✓”) the appropriate box to indicate how you wish your vote(s) to be cast(Note 5).
	ORDINARY RESOLUTION(Note 6)	FOR	AGAINST
(i) (ii)	To approve, confirm and ratify the Agreement; and to authorise the directors of the Company to sign, execute, perfect, perform and deliver all such other agreements, instruments, deeds and documents and do all such acts or things and take all such steps as they may in their absolute discretion consider to be necessary, desirable, appropriate or expedient to implement or give effect to or otherwise in connection with or incidental to the Agreement referred to in paragraph (i) above and all the transactions contemplated thereunder.
Date:	2022 Signature(s)(Note 7)

• Notes: 1. Please insert the number of shares to which this form of proxy relates. 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).

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

• If any proxy other than the chairman of the meeting is preferred, please strike out the words “ the chairman of the meeting ” and insert the name and address of the proxy desired in the space provided. Any shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.

• In order to be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s branch share registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong or via the designated URL (https://spot-emeeting.tricor. hk) by using the username and password provided on the notification letter sent by the Company on 13 October 2022 no later than 10 a.m. on Wednesday, 26 October 2022 (Hong Kong time). Registered Shareholders are requested to provide a valid email address of his or her proxy (except appointment of the chairman of the meeting) for the proxy to receive the login access code to participate online to the e-Meeting System.

• IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (“ ✓ ”) THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (“ ✓ ”) THE BOX MARKED “AGAINST” . If no direction is given, your proxy will vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the EGM other than those referred to in the notice convening the EGM.

• The description of the resolution is by way of summary only. Please refer to the notice of EGM for the full text of the resolution.

• This form of proxy must be signed by you or your attorney duly authorised in writing. In case of a corporation, the same must be either under its common seal or under the hand of an officer or attorney so authorised. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

• In case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the Register of Members of the Company.

• Pursuant to Rule 13.39(4) of the Listing Rules, resolution set out in the notice of EGM will be decided by poll at the EGM. Accordingly, the chairman of the EGM will demand a poll on the proposed resolution at the EGM pursuant to Article 90 of the Articles of Association. Article 97 of the Articles of Association provides that on a poll, every shareholder present in person or by proxy shall have one vote for each share registered in his name in the register. An explanation of the detailed procedures of conducting a poll will be provided to shareholders at the EGM.

• Completion and delivery of the form of proxy will not preclude you from attending and voting at the EGM if you so wish. In the event that you attend the EGM, this form of proxy will be deemed to have been revoked.

• In light of the continuing risks posed by the COVID-19 pandemic, the Company will adopt special arrangements in respect of the EGM (details are set out in the Company’s circular dated 13 October 2022). In particular, other than the minimum number of persons required under the Articles of Association to form a quorate meeting, together with a limited number of other attendees to ensure the proper conduct of the EGM, other shareholders, proxies or corporate representatives will not be able to attend the EGM in person in light of the continuing risks posed by the COVID-19 pandemic. Any person who attempts to do so will be excluded and will not be permitted entry to the venue of the EGM. Shareholders may attend, participate and vote at the EGM via electronic facilities, details of which are set out in the Company’s circular dated 13 October 2022.

• Unless the context otherwise requires, capitalised terms used in this form of proxy have the same meanings as defined in the circular of the Company of the date of this form of proxy.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the EGM of the Company (the “ Purposes ”). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to Tricor Investor Services Limited at the above address.